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Universal Cables Ltd.

BSE: 504212 Sector: Engineering
NSE: UNIVCABLES ISIN Code: INE279A01012
BSE 00:00 | 20 Jul 134.90 2.45
(1.85%)
OPEN

135.00

HIGH

137.95

LOW

133.00

NSE 00:00 | 20 Jul 134.20 1.30
(0.98%)
OPEN

133.85

HIGH

138.50

LOW

131.45

OPEN 135.00
PREVIOUS CLOSE 132.45
VOLUME 3467
52-Week high 209.65
52-Week low 98.10
P/E 11.46
Mkt Cap.(Rs cr) 468
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 135.00
CLOSE 132.45
VOLUME 3467
52-Week high 209.65
52-Week low 98.10
P/E 11.46
Mkt Cap.(Rs cr) 468
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Universal Cables Ltd. (UNIVCABLES) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors have the pleasure of presenting their Seventy Third Annual Reporttogether with the Audited Financial Statements of your Company for the year ended 31stMarch 2018.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY'S AFFAIRS

Description

Amount Rs in lakhs

2017-18 2016-17
Gross Revenue 122018.21 90878.69
Earnings before Finance Costs Depreciation and Tax 11797.27 8609.20
Finance Costs 5343.26 4397.12
Profi t before Depreciation and Tax 6454.01 4212.08
Depreciation and Amortization 2090.23 1889.16
Profi t before Tax 4363.78 2322.92
Tax Expenses/(Credit) 169.32 (587.73)
Net Profi t for the year 4194.46 2910.65

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from 1stApril 2017 (transition date being 1st April 2016). Accordingly the fi nancialstatements for the year ended 31st March 2018 have been prepared in accordance with IndAS in terms of the provisions of Section 133 of the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 as amended from time to time.Previous year fi gures have been restated as per Ind AS to make them comparable.

GENERAL & CORPORATE MATTERS

Your Company achieved the total Gross Revenue of Rs 122018.21 lakhs in the current fiscal as compared to Rs 90878.69 lakhs in the previous fi scal registering an increase of34.26%. The revenue from exports for your Company increased signifi cantly to Rs 8685.94lakhs as compared to Rs 3518.40 lakhs during the previous year with Company makinginroads into newer geographies. Earnings before interest (fi nance costs) taxdepreciation and amortization (EBITDA) during the current fi nancial year is Rs 11797.27lakhs as compared to Rs 8603.20 lakhs in the previous fi scal. During the year underreview the Company earned Profi t before Tax of Rs 4363.78 lakhs as compared to Rs2322.92 lakhs in the previous fi scal refl ecting a robust increase of 87.86%. Profi tafter Tax stood at Rs 4194.46 lakhs in the current fi scal year as compared to Rs 2910.65lakhs in the previous fi scal year showing an impressive growth of 44.11%.

Apart from the fi gures stated above other key fi nancial ratios e.g. leverage ratioliquidity ratios and important effi ciency ratios shows a marked improvement in yourCompany's operations. The performance of your Company marked a notable improvement duringthe year under review. This sets an upswing trend on your Company's year-on-yearperformance. Overall the improved performance can be attributed to the strategicinitiatives taken by the Company interalia for meeting and anticipating customer needstimely improving operational effi ciencies with the end-goals of delivering products ofhighest quality at competitive costs achieving manufacturing excellence through gradualupgradation of plant and equipment with consequential capacity augmentation and aligningthe same with the long term objectives. Your Company has been consistently striking abalance on the operating risks and the strategic business efforts. Your Company has beenupgrading its manufacturing infrastructure in a phased manner with the twin objectives ofaugmenting the capacity and cost reduction which has also paid off in terms of increasedproduction better process capabilities improved quality energy conservation and lowermanufacturing cost.

With the underlying objectives to create business value growth and market reach yourCompany seized the opportunity to cater to the turnkey business model for Extra HighVoltage (EHV) underground transmission system and has emerged to be the leading player inthis specialized market segment especially having the facility for manufacturing EHVcables the highest cost element of such turnkey projects. With the demand in this segmentgrowing steadily and which is expected to continue to meet the infrastructural needs inthe country your Company is in a position to take advantage of the captivating challengesplaying-out. In changeable circumstances where there is an asymmetrical demand patternyour Company is equipped to change gears in line with the demand scenario having a flexible manufacturing facility which can switch between EHV & HV the major productgroups. Your Company is also in the process of augmenting its HV manufacturing capacity byway of installing a new generation CCV line dedicated to the manufacturing of HV & MVcables. This new infrastructure is being added to cater to the foreseeable demand as anoutcome of the large infrastructural investment and the stimulus for inclusive growthunder the Government's manifesto for "Make-in-India".

During the year under review your Company has successfully migrated to a higherversion of its existing software SAP to SAP HANA for improved data management integrationof functional departments exercising better control and improved technical support. YourCompany has always maintained its policy to retain talent and also to hone the skills ofits employees for deliverance of their capabilities and creativity to contribute to theirworkplace and your Company at large.

Your Company pays considerable importance to occupational and health safety forprotecting all levels of employees from risks hazards and accidents as well as protectingyour Company's assets. Mandatory safety-drills are in force as a routine. Environmentprotection are diligently followed. Your Company is pleased to report that there has beenno untoward incidence in the Plant on health & safety issues. In a recent drive thePlant aesthetics have undergone signifi cant improvement creating an ambiance for anappreciable working place.

Your Company continues its drive in optimizing the raw-material consumption andproduction cost reduction of inventories and rationalization of manpower to remaincompetitive in the market.

DIVIDEND

After considering the Company' profi tability free cash fl ow and overall fi nancialperformance the Board of Directors of the Company is pleased to recommend a Dividend ofRs 1.50 per equity share of face value of Rs 10/- each (i.e. 15%) for the fi nancial yearended 31st March 2018. The distribution of Dividend on equity shares if approved by theMembers at the ensuing Annual General Meeting will result in payout of Rs 520.43 lakhsexcluding Tax on Dividend and surcharge/education cess thereon as applicable.

SHARE CAPITAL

During the year under review there is no change in the Issued Subscribed and Fullypaid-up equity share capital of the Company. The Fully paid-up equity share capital of theCompany as on 31st March 2018 is Rs 3469.83 lakhs. However dispatch of share certificate(s) in physical form and credit in the respective demat account(s) in respect of2705553 number of additional equity shares in aggregate allotted to certain allotteesunder category ‘C' of the basis of allotment as per the Letter of Offer of the RightsIssue during the year 2015-16 have not yet been completed in view of the status-quo orderpassed by the Hon'ble High Court of Delhi on 18th November 2015.

DEPOSITS/FINANCE

Your Company has not accepted any public deposits within the meaning of Section(s) 73to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the year under review. As such no amount on account of principal or interest onpublic deposits was outstanding as on the date of the Balance Sheet.

Your Company continued to optimise bank borrowings by focusing on cash fl ows andworking capital management. During the year under review your Company has also availedalternate cheaper funding option like issuance of Commercial Papers in order to reduce itsborrowing costs.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report on Corporate Governance and a Certifi cate by the Manager & ChiefExecutive Offi cer (CEO) confi rming compliance by all the Board Members and SeniorManagement Personnel with Company's Code of Conduct and Auditors' Certifi cate regardingcompliance of conditions of Corporate Governance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee in accordance with Section 135(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of the Annual Report. The Annual Report on CSR activities as requiredto be given under Section 135 of the Companies Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 has been provided in Annexure-I whichattached hereto and forms a part of the Directors' Report. The Corporate SocialResponsibility Policy of the Company is available on the website of the Company i.e.www.unistar.co.in.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: (a) that in the preparation of the annual financial statements for the year ended 31st March 2018 the applicable accountingstandards read with requirements set out under Schedule III to the Companies Act 2013have been followed and there are no material departures from the same; (b) that suchaccounting policies as mentioned in Notes to the Financial Statements have been selectedand applied consistently and judgement and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat 31st March 2018 and the profi t of the Company for the year ended on that date. TheCompany adopted Indian Accounting Standards (Ind AS) effective from 1st April 2017 withtransition date being 1st April 2016 and accordingly the transition was carried out andapplied in the accounting policies in accordance with the applicable Ind AS as stated inthe Notes to Financial Statements. The impact of transition has been recorded in openingreserves as at 1st April 2016 and the periods presented have been restated accordingly;(c) that proper and suffi cient care has been taken 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) that the annual fi nancial statements have been prepared on a goingconcern basis; (e) that proper internal fi nancial controls were in place and that the financial controls were adequate and were operating effectively; and (f) that system toensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's system of fi nancial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which yourCompany pursues its objectives. Additionally the Audit Committee and the Board ofDirectors assess the implementation of risk management and risk mitigation measuresthrough their review of potential risks which could negatively impact the operationsincluding additional oversight in the area of fi nancial risks and controls the proposedbudget and plan Company's strategic framework besides inherent risks associated with theproducts/goods dealt with by the Company as well as execution of turnkey projects. YourCompany's approach to address business risks and compliance functions is comprehensiveacross the business and includes periodic review of such risks and a framework formitigating and reporting mechanism of such risks. The Company's business and functions are

systematically addressed through mitigating actions on a continuing basis. In the viewof the Board of Directors there are no material risks which may threaten the existenceof your Company.

The Board of Directors of your Company has laid down the policies and procedures forinternal fi nancial controls to be followed by the Company for ensuring the orderly andeffi cient conduct of its business in order to achieve the strategic operational andother objectives over a long period and that its exposure to risks are within theacceptable limits decided by the Board. In addition the policies and procedures have beendesigned with an intent to ensure safeguarding of Company's assets the prevention anddetection of frauds and errors the accuracy in completeness of the accounting records andthe timely preparation of reliable fi nancial information.

The management is committed to ensure effective internal fi nancial controlsenvironment which provides assurance on the effi ciency of its business operationscoupled with adherence to its established policies safety/security of its assets besidesorderly and legitimate conduct of Company's business in the circumstances which mayreasonably be foreseen. Your Company has defi ned organisation structure authoritylevels delegated powers internal procedures rules and guidelines for conductingbusiness transactions. Your Company's system and process relating to internal controls andprocedures for fi nancial reporting have been designed to provide reasonable assuranceregarding the reliability of fi nancial reporting and the preparation of fi nancialstatements for external purposes in accordance with applicable accounting standards inIndia the Companies Act 2013 and rules framed thereunder and all other applicableregulatory/statutory guidelines etc. for disclosure with reference to fi nancialstatements. The Board has also implemented systems to ensure compliance of all applicablelaws to the Company which were effective and operative during the year under review. Atquarterly intervals the Company Secretary & Compliance Offi cer places before theBoard a certifi cate alongwith a detailed statement certifying compliance of various lawsand regulations as applicable to the business and operations of the Company afterobtaining confi rmation from all functional heads responsible for compliance of suchapplicable laws and regulations. Your Company's internal control systems are supplementedby an extensive program of internal audit by an independent fi rm of CharteredAccountants. Internal audits are conducted at regular intervals and a summary of theobservations and recommendations of such audits are placed before the Audit Committee. TheInternal Auditors the Audit Committee as well as the Board of Directors conduct anevaluation of the adequacy and effectiveness of the system of internal fi nancial controlssystem on ongoing basis.

INDUSTRIAL RELATIONS AND SAFETY

Industrial relations remained cordial throughout the year. Your Directors recognise andappreciate the sincere and hard work loyalty dedicated efforts and contribution of allthe employees in the growth and performance of the Company during the year. Your Companycontinues to accord a very high priority to both industrial safety and environmentalprotection and these are ongoing process at the Company's plant and facilities to maintainhigh awareness levels. Your Company has also stressed the need to adopt the highest safetystandards on turnkey projects undertaken for EHV power cables with the emphasis onensuring that safety on all projects under execution are given a great deal of importance.The Company is conscious of the importance of environmentally clean and safe operations soas to ensure safety of all concerned and compliance of applicable environmentalregulations. The Company as a policy re-evaluates safety standards and practices from timeto time in order to raise the bar of safety for its people as well as users and customers.

RECOGNITION

Your Company's manufacturing facilities and functional departments continue to remaincertifi ed by independent and reputed external agencies as being compliant as well asaligned with international standards for Quality Management System ISO 9001:2015Environmental Management System ISO 14001: 2015 and Occupational Health and SafetyManagement System OHSAS 18001:2007. During the year the audits for these Certifi cationsestablished continuous improvement in performance against these standards.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri Harsh V. Lodha (DIN: 00394094) Director shallretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment as a Director of the Company. The Board recommends hisre-appointment for the consideration of the members of the Company at the ensuing AnnualGeneral Meeting.

Shri Dilip Ganesh Karnik (DIN: 06419513) has been appointed as an Additional Directorof the Company with effect from 15th November 2017 pursuant to Sections 149 and 161 ofthe Companies Act 2013 read with the rules framed thereunder and Article 140 of theArticles of Association of the Company and holds the offi ce upto the date of the ensuingAnnual General Meeting. Shri Dilip Ganesh Karnik is not disqualifi ed from being appointedas a Director in terms of Section 164 of the Companies Act 2013 and the Company hasreceived a notice in writing under Section 160 of the Companies Act 2013 from a memberproposing the candidature of Shri Dilip Ganesh Karnik for the offi ce of Director of theCompany. The Nomination and Remuneration Committee at its Meeting held on 23rd May 2018has recommended the appointment of Shri Dilip Ganesh Karnik as Director liable to retireby rotation. The Board recommends the appointment of Shri Dilip Ganesh Karnik as Directorliable to retire by rotation for the consideration of the members of the Company at theensuing Annual General Meeting. The brief resume and other information/details ofDirectors seeking appointment/re-appointment as required under Regulation 36(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Clause 1.2.5of the Secretarial Standard on General Meetings (SS-2) are given in the Notice of theensuing Annual General Meeting which is being sent to the shareholders along with AnnualReport.

KEY MANAGERIAL PERSONNEL

The Board upon the recommendation/approval of the Nomination and RemunerationCommittee at its Meeting held on 7th February 2018 has subject to the approval ofMembers of the Company by way of a Special Resolution re-appointed Shri Y.S.Lodha as theManager & Chief Executive Offi cer of the Company for a further period of three (3)years effective from 15th May 2018 to 14th May 2021.

The information/details of Shri Y.S.Lodha Manager & Chief Executive Offi cerseeking re-appointment as required under Clause 1.2.5 of the Secretarial Standard onGeneral Meetings (SS-2) are given in the Notice of the ensuing Annual General Meetingwhich is being sent to the shareholders alongwith Annual Report.

Shri Pankaj Gupta who was appointed as Chief Financial Offi cer of the Company hasresigned from the services of the Company with effect from 25th August 2017. ShriPrasanta Pandit has been appointed as Chief Financial Offi cer of the Company with effectfrom 15th November 2017. Shri Y.S.Lodha Manager & Chief Executive Offi cer ShriPrasanta Pandit Chief Financial Offi cer and Shri Om Prakash Pandey Company Secretaryare the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri S.S. Kothari Shri S.C. Jain ShriDinesh Chanda and Dr. Kavita A. Sharma have individually and severally given a declarationpursuant to Section 149(7) of the Companies Act 2013 affi rming compliance to thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013.Based on the declaration(s) of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specifi ed under the governing provisions of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year under review the Board met fi ve times viz. on 5th May 2017 15thMay 2017 8th August 2017 15th November 2017 and 7th February 2018.

As required under Section 177(8) read with Section 134(3) of the Companies Act 2013and the rules framed thereunder the composition and meetings of the Audit Committee werein line with the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 details of which alongwith composition numberof meetings of all other Board Committees held during the year under review and attendanceat the meetings are provided in the Report on Corporate Governance forming a part of theAnnual Report. During the year under review all the recommendations of the AuditCommittee were accepted by the Board of Directors.

PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act 2013 the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Guidance Note on Board evaluationissued by SEBI the Board of Directors of your Company carried out the formal annualevaluation of its own performance and that of its Committees and individual Directors. Theprocess was conducted by allowing the Board to engage in candid discussions with eachDirector with the underlying objective of taking best possible decisions in the interestof the Company and its stakeholders. The Directors were individually evaluated based onpersonal interaction to ascertain feedback on well defi ned parameters which interaliacomprised of level of engagement and their contribution to strategic planning and othercriteria based on performance and personal attributes of the Directors. During the processof evaluation the Board of Directors also considered the criteria for evaluation ofperformance of Independent Directors and the Board of Directors formulated by theNomination and Remuneration Committee. The Board of Directors also reviewed anddeliberated the review of the performance of the Chairman (taking into account the viewsof Non-executive Directors and Manager & Chief Executive Offi cer) theNon-independent Directors and the Board as a whole carried out by the IndependentDirectors. A statement indicating the manner in which formal annual evaluation has beenmade by the Board of Directors is given in the Report on Corporate Governance which formsa part of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee (NRC) has adopted a Terms of Reference which interalia deals withthe criteria for identifi cation of members of the Board of Directors andselection/appointment of the Key Managerial Personnel/Senior Management Personnel of theCompany. The NRC recommends appointment of Directors based on their qualifi cationsexpertise positive attributes and independence in accordance with prescribed provisionsof the Companies Act 2013 and rules framed thereunder and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The NRC in addition to ensuring diversityof race and gender also considers the impact the appointee would have on Board's balanceof professional experience background view- points skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee has also adopted the Remuneration Policy for the members of theBoard key managerial personnel and senior management personnel. The salient features ofthe Remuneration Policy are stated in the Report on Corporate Governance which forms apart of the Annual Report. The Remuneration Policy is uploaded on the website of theCompany and the weblink of the same ishttp://www.unistar.co.in/pdf/Policy_for_Remuneration_forBoard_Members_Exective_Management.pdf. During the year under review there was no changein the Remuneration Policy.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a Vigil Mechanism which includes implementation of the Whistle BlowerPolicy to deal with instances of fraud and mis-management if any and conducting businesswith integrity including in accordance with all applicable laws and regulations. Noemployee has been denied access to the Vigilance Offi cer as well as Chairman of the AuditCommittee. The details of the Vigil Mechanism and Whistle Blower Policy are stated in theCorporate Governance Report and also posted on the website of the Company.

AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended vide the Companies (Amendment) Act2017 and the Companies (Audit and Auditors) Amendment Rules 2018 respectively Messers

V. Sankar Aiyar & Co. Chartered Accountants (Registration No. 109208W) theAuditors of the Company hold offi ce for a consecutive period of fi ve years until theconclusion of Seventy Seventh (77th) Annual General Meeting of the Company and theirappointment is not required to be ratifi ed each year at Annual General Meeting of theCompany. The Auditors have confi rmed to the Company that they continue to remain eligibleto hold offi ce as the Auditors and not disqualifi ed for being so appointed under theCompanies Act 2013 the Chartered Accountants Act 1949 and the rules and regulationsmade thereunder.

The Board of Directors has re-appointed Messers D. Sabyasachi & Co. CostAccountants (Registration No. 000369) as Cost Auditors for conducting the audit of thecost records maintained by the Company in respect of specifi ed products of the Companycovered under the Companies (Cost Records and Audit) Rules 2014 and fi xed theirremuneration plus applicable taxes thereon and reimbursement of out of pocket expensesbased on the recommendation of the Audit Committee. The remuneration and applicable taxesthereon and reimbursement of out of pocket expenses to be paid to the Cost Auditors issubject to ratifi cation by the members in the ensuing Annual General Meeting of theCompany.

AUDITORS' REPORT

The Auditors' Report on the fi nancial statements of the Company form a part of theAnnual Report. There is no qualifi cation reservation adverse remark disclaimer ormodifi ed opinion in the Auditors' Report which calls for any further comments orexplanations. Further during the year under review the Auditors have not reported anymatter under Section 143(12) of the Companies Act 2013 therefore no detail is requiredto be disclosed in pursuance to Section 134(3)(ca) of the Companies Act 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Messrs R.K. Mishra& Associates Company Secretaries in whole time practice (PCS Registration No.14474)were appointed to undertake the Secretarial Audit of the Company for the year ended 31stMarch 2018. The Report of the Secretarial Auditors for the year ended 31st March 2018 isgiven in Annexure-II which is attached hereto and forms a part of the Directors' Report.No qualifi cation or observation or other remarks have been made by Secretarial Auditorsin the Secretarial Audit Report which calls for any comments or explanations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions ofapplicable Secretarial Standards. During the year under review your Company has compliedwith Secretarial Standard on Meetings of the Board of Directors (SS-1) and SecretarialStandard on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year under review were on an arm's length basis and in the ordinary course ofbusiness. The disclosure of related party transactions as required under Section 134(3)(h)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inprescribed Form AOC-2 is given in Annexure-III which is attached hereto and forms a partof the Directors' Report. There are no material signifi cant related party transactionsentered into by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential confl ict with the interest of the Companyat large. All related party transactions are placed before the Meeting(s) of AuditCommittee for its approval. Prior omnibus approval of the Audit Committee is obtained onan annual basis for a fi nancial year for the transactions which are of a foreseen andrepetitive in nature. The statement giving details of all related party transactionsentered into pursuant to the omnibus approval together with relevant documents/information are placed before the Audit Committee for review and updation on quarterlybasis. The Company's Policy on materiality of Related Party Transactions and dealing withRelated Party Transactions as approved by the Board of Directors is uploaded on theCompany's website and the same can be accessed at weblinkhttp://www.unistar.co.in/pdf/Policy_Relate_Party_Transactions.pdf.

ASSOCIATE AND JOINT VENTURE

Your Company has an associate company viz. Vindhya Telelinks Limited and a jointventure company viz. Birla Furukawa Fibre Optics Private Limited. Vindhya TelelinksLimited an associate company is engaged in the business of manufacturing and sales oftelecommunication cables other types of wires and cables FRP rods/Glass rovings etc.and Engineering Procurement and Construction (EPC) business. Birla Furukawa Fibre OpticsPrivate Limited joint venture company established in pursuance to a Joint VentureAgreement entered into between your Company and Furukawa Electric Co. Ltd. Japan andengaged in the business of manufacturing and sales of telecommunication grade OpticalFibres. Both Vindhya Telelinks Limited an associate company and Birla Furukawa FibreOptics Private Limited joint venture company have achieved sustained growth in businesswith improved fi nancial performance during the year under review.

A statement containing the salient features of the fi nancial statements of anassociate company and joint venture company as prescribed under the fi rst proviso tosub-section (3) of Section 129 of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 is attached and forms a part of the Annual Report.

A report on the performance of fi nancial position of an associate company and a jointventure company as per the provisions of the Companies Act 2013 is provided as part ofthe consolidated fi nancial statements and hence not repeated herein for the sake ofbrevity.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable provisions of the Companies Act 2013 and rules madethereunder read with Indian Accounting Standards specifi ed under the Companies (IndianAccounting Standards) Rules 2015 viz. Indian Accounting Standard (Ind AS)-110"Consolidated Financial Statements" and Indian Accounting Standard (Ind AS)-28"Investments in Associates and Joint Ventures" the audited ConsolidatedFinancial Statements of the Company as of and for the year ended 31st March 2018 forms apart of the Annual Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of Loans Guarantees and Investments pursuant to Section 186 of theCompanies Act 2013 have been disclosed in the fi nancial statements read together withNotes annexed and forming an integral part of the fi nancial statements.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theStatement of Disclosure of Remuneration and such other details as prescribed therein aregiven in Annexure -IV which is attached hereto and forms a part of the Directors' Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not applicable as none of the employees during the year under review was inreceipt of remuneration as specifi ed under the said Rule.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as per Section 92(3) of the Companies Act 2013 is given inAnnexure -V which is attached hereto and forms a part of the Directors' Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given in Annexure-VI which isattached hereto and forms a part of the Directors' Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions or events on these items during the yearunder review: (a) The Company has neither issued shares with differential rights as todividend voting or otherwise nor has granted stock options or sweat equity under anyscheme. Further none of the Directors of the Company holds investments convertible intoequity shares of the

Company as on 31st March 2018.

(b) No signifi cant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status of the Company and its operations infuture.

(c) The Company has zero tolerance towards sexual harassment at workplace and hasadopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. During theyear under review there were no cases fi led or reported pursuant to the provisions ofthe said Act.

(d) There are no material changes and commitments affecting the fi nancial position ofthe Company which have occurred between the end of the fi nancial year of the Company towhich the fi nancial statements relate and the date of the Directors' Report. (e) Nofrauds were reported by Auditors in terms of Section 143(2) of the Companies Act 2013 andrules if any made thereunder.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for the excellentassistance and co-operation received from the State Government and continued supportextended to the Company by the bankers investors suppliers esteemed customers and otherbusiness associates. Your Directors also wish to place on record their deep sense ofappreciation to all the employees of the Company for their unstinted commitment andcontinued contribution in the performance of the Company.

Yours faithfully
Harsh V. Lodha Chairman
(DIN: 00394094)
S.C. Jain
(DIN: 00194087)
Dinesh Chanda
(DIN: 00939978)
B.R. Nahar Directors
(DIN: 00049895)
Kavita A. Sharma
(DIN: 07080946)
Dilip Ganesh Karnik
(DIN: 06419513)
New Delhi
23rd May 2018