To The Members
Your Directors have pleasure in presenting the 25th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
( Rs in Lakh)
|Financial Results ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Gross Revenue for the year ||51092.89 ||45779.23 |
|Profit before Tax & Extraordinary Items ||13.47 ||13.32 |
|Less : Provision for Taxation (Including Deferred Tax) ||4.41 ||4.12 |
|Profit afterTax ||9.06 ||9.20 |
|Add : Prior Period Adjustments ||1.14 ||0.48 |
|Profit available for appropriation ||7.92 ||8.72 |
|Less : Transfer to General Reserves ||1.58 ||1.74 |
|Add : Profit brought forward from Previous Year ||460.34 ||453.36 |
|Balance carried forward ||466.68 ||460.34 |
Economic growth is projected to remain strong and India will remain the fastest-growingG20 economy. The increase in public wages and pensions will support consumption. Privateinvestment will recover gradually as excess capacity diminishes and the landmark Goodsand Services Tax and other measures to improve the ease of doing business are beingimplemented. However large non-performing loans and high leverage of some companies areholding back investment.
Monetary policy is projected to remain tight as inflation expectations have still notfully adjusted down. The need to reduce the relatively high public-debt-to-GDP ratioleaves little room for fiscal stimulus. However investing more in physical and socialinfrastructure is critical to raising living standards for all. This should be financed bya comprehensive reform of income and property taxes. Restoring credit discipline andcleaning up banks balance sheets will be instrumental to support the credit growthneeded to finance more business investment.
OVERALL PERFORMANCE & OUTLOOK
Gross revenue from operations during the year stood at Rs 51092.89 lakh in comparisonto last years revenue of Rs 45779.23 lakh whereas Net Profit from after tax stoodat Rs 7.92 lakh in comparison to last years profit of Rs 8.72 lakh. Outlook for nextfinancial year continue to be challenging due to increased competition import of cheapcomputer products from China Singapore and Taiwan and falling demand by consumers. Oncapital market front high price of equity i.e. in multiple of PE rise in volatility andlack of retail investors participation may be a cause of concern for the company.
DIVIDEND AND RESERVES
In order to conserve resources to meet the working capital requirements your Directorsdo not propose any dividend for the year under review.
During the year under review sum of Rs 1.58 lakh were transferred to General Reserves.
The paid up Equity Share Capital as on March 31 2017 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 2017 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 Companys state of affairs profits/(loss) and cash flows for the yearended 31st March 2017. The Company continues to focus on judicious managementof its working capital. Receivables Stock-in-Trade and other working capital parameterswere kept under strict check 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.
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 arms length pricing basis and do not attractthe provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder arenot attracted and thus disclosure in term of Section 134(3)(h) r/w Rule 8(2) of theCompanies (Accounts) Rules 2014 and under Regulation 34(3) & 53(f) Para A ofSchedule V of SEBI(LODR) Regulations 2015 is attached as Annexure I. Further there areno materially significant transactions with related parties during the financial yearwhich were in conflict with the interest of the Company. Suitable disclosure as requiredby the Accounting Standards (AS18) has been made in the notes to the Financial Statements.The policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website.
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 2016-17.
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 the Board was evaluated by theBoard after seeking inputs from all the Directors on the basis of various criteria such asBoard Composition process dynamics quality of deliberations strategic discussionseffective reviews committee participation governance reviews etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee members onthe basis of criteria such as Committee composition process dynamics deliberationstrategic discussions effective reviews etc. The Nomination and Remuneration Committeereviewed the performance of the individual Directors on the basis of the criteria such astransparency analytical capabilities performance leadership ethics and ability to takebalanced decisions regarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2016-17 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.
During the year under review Mr. Mohit Jhunjhunwala and Ms. Renu Kedia have resignedfrom the Board w.e.f. 7th March 2017 and 4th January 2017respectively due to their pre-occupation. Further the Board has appointed Mrs. SarojDevi Kothari as additional Director (Independent) w.e.f. 4th January 2017 tofulfill the vacancy caused due to resignation of Ms. Renu Kedia.
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 Boards Report.Further Section 152 of the Act provides that the independent directors shall not be liableto retire by rotation in the Annual General Meeting (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. ||Mohit Jhunjhunwala ||Independent Director ||- ||7th March 2017 |
|2. ||Ms. Renu Kedia ||Independent Director ||- ||4th January 2017 |
|3. ||Mrs. Saroj Devi Kothari ||Independent Director ||4th January 2017 ||- |
|4. ||Ms. Vijay Laxmi Purohit ||Company Secretary ||- ||1st July 2016 |
|5. ||Ms. Kanchan Jhawar ||Company Secretary ||1st July 2016 ||- |
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)(c) of theCompanies Act 2013:
1. That in the preparation of the Annual Accounts for the year ended March 31 2017the 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 2017 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 compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 Companys operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Companys 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 reviewed 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.
AUDITORS STATUTORY AUDITORS
Existing Auditors M/s B. S. Kedia & Co. Chartered Accountants Kolkata who areretiring in ensuring Annual General Meeting have expressed their un-willingness tore-appoint themselves as Auditors of the Company.
In place of existing Auditors the Audit Committee recommended M/s Deepak Acharya &Associates (FRN 329654E) Chartered Accountants Kolkata for appointment to audit theaccounts of the Company from the conclusion of the 25th Annual General Meetingup to the conclusion of the 30th consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation under Rule 4 of the Companies (Audit and Auditors) Rules 2014 from M/s.Deepak Acharya & Associates; that they are eligible for appointment as auditors andare not disqualified for appointment under the Companies Act 2013 the CharteredAccountants Act 1949 or the rules and regulations made there-under.
The proposed appointment is as per the term and within the limits laid down by or underthe authority of the Companies Act 2013 and that there are no proceedings pending againstthem or any of their partners with respect to professional conduct.
The shareholders are requested to appoint Auditors and fix their remuneration.
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 2017 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 and also 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 CompanysAuditors confirming compliance forms an integral part of this Report.
Statements in this Directors Report and Management Discussion and Analysisdescribing the Companys objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.
Your Directors wish to place on record their appreciation towards contribution of allthe employees of the Company and their gratitude to the Companys valued customersbankers vendors and members for their continued support and confidence in the Company.
|Kolkata May 30 2017 ||By order of the Board |
| ||For Unisys Softwares & Holding Industries Ltd. |
|Registered Office : ||Jagdish prasad purohit |
|75C Park Street Basement ||(DIN : 00083125) |
|Kolkata-700 016. ||Chairman & Managing Director |