| Dear Shareholders
The behalf of the Board of Directors, it is our pleasure to present the
24th Annual Report together with the Audited Statement of Accounts of
Unishire Urban Infra Limited for the year ended March 31, 2015.
Financial Performance
The summarized consolidated results of your Company are given in the
table below:
Financial Year Ended
Particulars 31st March, 2015 31st March, 2014
Total Income 9,798,733 67,350,860
Profit/Loss before Interest,
Depreciation & Tax 1,744,116 1,769,649
(EBIT)
Finance Charges 3,048 4,034
Depreciation 856,354 857,041
Provision for Income Tax 343,027 205,611
(including for earlier years)
Net Profit/(Loss) After Tax 544,735 706,997
Profit/(Loss) brought forward from
previous year 706,997 20,455
Amount Transferred consequent to scheme
of merger - -
Profit/(Loss) carried to Balance Sheet 544,735 706,997
*previous year figures have been regrouped/rearranged wherever
necessary.
Summary of Operations
During the year, the net revenue from operations of your company
decline by 2.72 % from Rs. 912,608 to Rs. 887,762 for FY 2015, your
Company's profit after tax stood at Rs.544, 735 vis-…-vis Rs. 706,997
to previous year, registering a decline of 22.95 %
Business Review/State of company's affairs
The year started with optimism but as it progressed, there were
challenges of inflation, decelerating growth and worsening investment
may lead to disappointment. Housing sales fell by about 30 per cent
last year in seven major cities due to costlier flats and higher
interest rate, Housing supply in the cities declined by about 25 per
cent in 2015 as against the previous year. The decline was particularly
steep in the National Capital Region adding that the slowdown was
reported in the premium as well as the high-end/mid-end housing
segments. The general slackness in residential sales was primarily
triggered by the Affordability Index going down in certain cities, he
noted. Keeping in mind subdued end-user/investor sentiments, many
developers in major markets abstained from launching new projects, and
instead directed their focus towards reducing the existing inventory
pile-up. Many developers in major markets abstained from launching new
projects, and instead directed their focus towards reducing the
existing inventory pile-up.
Industry Scenario
During the year under review, your company enjoyed cordial relationship
with employees at all levels.
Outlook
The Outlook for the industry and the company looks bright and new
markets in the global arena are being developed by the company. The
Company is also focusing on cost cutting and increased productivity to
enhance its competitiveness.
Reserve
The Company proposes to carry Rs. 544,735 to reserves.
Dividend
Your Directors have not recommended any dividend for FY 2014-15
Details of Board Meeting
During the year, 6 number of Board Meeting were held, details of which
are given below:
Date of Meeting No. of Directors attended the meeting
30-05-2014 4
01-07-2014 2
05-09-2014 2
30-09-2014 2
15-11-2014 4
20-01-2015 4
Capital/Finance
There was no change in the authorized and paid up share capital of the
company during the FY 2014-15
Extract of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, extract of
annual return is annexed as Annexure-1
Committees of Board
The details of composition of the committees of the Board of Directors
are as under:-
A. Audit Committee
SL.
No. Name Chairman/Members
1 Mr. Suresh Kr Patni Member
2 Mr. Vinay K Mehta Member
3 Mrs. Reena Jain Member
The chairman will be elected as per the suggestion of other members
During the year, the committee had met on 30th May, 2014, 5th
September, 2014, 30th November, 2014, 15th November, 2014 and 28th
March, 2014
Vigil Mechanism/ Whistle Blower Policy
Pursuant to the requirement of the Act, the company has established
vigil mechanism. The policy intends to cover serious concerns that
could have grave impact on the operations and performance of the
business of the company and malpractices and events which have taken
place/ suspected to have taken place, misuse or abuse of authority,
fraud or suspected fraud. Violation of company rules, manipulations,
negligence causing danger to public health and safety, misappropriation
of monies and other matters or activity on account of which the
interest of the Company is affected and formally reported by whistle
blowers
Under these circumstances as per the recommendation of Audit Committee
on its meeting on 25th May, 2015 Unishire Urban Infra Ltd has no Vigil
Mechanism and being a listed company Unishire Urban Infra Limited
proposes to establish a Vigil Mechanism/Whistle Blower Policy and to
formulate a policy for the same.
B. Nomination & Remuneration Committee
SL.
No. Name Chairman/Members
1 Mr. Suresh Kr Patni Member
2 Mr. Vinay K Mehta Member
3 Mrs. Reena Jain Member
The chairman will be elected as per the suggestion of other members
During the year the committee had met on 30th May, 2014, 1st July,
2014, 23rd December, 2014 and 25th March. 2015
C. Stakeholders Relationship Committee
SL.
No. Name Chairman/Members
1 Mr. Suresh Kr Patni Member
2 Mr. Pratik K Mehta Member
3 Mrs. Reena Jain Member
The chairman will be elected as per the suggestion of other members
Corporate Social Responsibility
The Company had not fall in the prescribed limit mentioned in the
Companies Act, 2013 for the FY 2014-15 for constituting Corporate
Social Responsibility (CSR) Committee
Details of Loans Given, Investments Made and Guarantee Given Covered
U/S 186 (4) of the Companies Act, 2013
During the Financial year 2014-2015 the Company, has not given any
loans, or covered under the provisions of Companies Act, 2013.
The Details of Investments made by company is given in the notes to the
financial statements Director's Responsibility Statement
Pursuant to the requirement clause (c) of sub-section 3 of section 134
of the Companies Act, 2013, your Directors confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures
b) The Directors had selected such accounting policies and applied them
consistently and make judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 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 adequate accounting records in accordance with the
provisions of the act for safeguarding the assets 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 and
e) The Directors in case of the listed company, had laid down the
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Statutory Auditors, their Report and notes to financial statements
In the last AGM held on 30th September, 2014 M/s, Arun Jain &
Associates, Chartered Accountants have been appointed Statutory
Auditors of the Company for a period of 4 years. Ratification of
appointment of Statutory Auditors is being sought from the members of
the Company at the ensuing AGM
Further the report of the Statutory Auditors along with notes to
schedules to this report. The observations made in the Auditors' Report
are self-explanatory and therefore do not call for any further
comments.
Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company.
Secretarial Audit
In the terms of Section 204 of the Act and rules made there under Mrs.
Manjula Poddar, Practicing Company Secretary have been appointed
Secretarial Auditors of the company. The report of the Secretarial
Auditors is enclosed as Annexure-II to this report. The report is
self-explanatory and don't call for any further comments.
Related Party Transactions
The Company has not entered into any material related party
transactions with promoters, Directors or Key Managerial Personnel,
which may have potential conflict with the interest of the company at
large.
Human Resources
Your Company treats it "human resource" as one of its most important
assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. Your company thrust is on
the promotion of talent internally through job rotation and job
enlargement.
Statement containing salient features of financial statements of
subsidiaries
The company had not any subsidiaries, joint ventures or associate
company.
Risk Management
In terms of the requirement of the Act, the Company has developed and
implemented the Risk Management Policy and the Audit Committee of the
Board reviews the same periodically.
Background and Context Applicability
Enterprise risk management was not mandatory according to the Companies
Act, 1956. However, as per the new law, there were specific
requirements that a company needs to comply with. In addition, the
Board and Audit Committee have been vested with specific
responsibilities in assessing the robustness of risk management policy,
process and systems.
Key Compliance Requirement
Section 134: The Board of Directors report must include a statement
indicating development and implementation of risk management policy for
the company including identification of element of risk, if any, which
in the opinion of the Board may threaten the existence of the company.
Section 177: The Audit Committee shall act in accordance with the terms
of reference specified in writing by the board, which shall, inter
alia, include evaluation of risk management systems.
Schedule IV: Independent Directors should satisfy themselves that
systems of risk management are robust and defensible.
Risk Identification
Risk Identification is obligatory on all vertical and functional heads
who with the inputs from their team members are required to report the
material risks to the Chairman and Managing Director (CMD) along with
their considered views and recommendations for risk mitigation.
Analysis of all the risks thus identified shall be carried out by CMD
through participation of the vertical/functional heads and a
preliminary report thus finalized shall be placed before the Risk and
Audit Committee
The following steps to be taken to identify organization's exposure to
uncertainty
a. Strategic
b. Operational
c. Financial
d. Hazard
Risk Evaluation
After risk analysis, comparison of estimated risks against organization
risk criteria is required. It is to be used to make decisions about the
significance of risks and whether each specific risk to be accepted or
treated Risk Estimation Can be quantitative, semi quantitative or
qualitative in terms of probability of occurrence and possible
consequences
Risk Treatment
Treatment of risk through the process of selecting and implementing
measures to mitigate risks. To prioritize risk control actions in terms
of their potential to benefit the organization, risk treatment includes
risk control/mitigation and extends to risk avoidance, risk transfer
(insurance), risk financing, risk absorption etc. for
a. Effective and efficient operations
b. Effective internal controls
c. Compliance with laws and regulations
Risk Treatment shall be applied at all levels through carefully
selected validations at each stage to ensure smooth achievement of the
objective.
Integration of Risk Management Strategy
Unishire's risk management strategy is to be integrated with the
overall business strategies of the organization and its mission
statement to ensure that its risk management capabilities aide in
establishing competitive advantage and allow management to develop
reasonable assurance regarding the achievement of the company's
objectives
Review
This policy shall evolve by review by the Risk and Audit Committee and
the Board from time to time as may be necessary.
This policy will be communicated to all vertical/functional heads and
other concerned persons of the company.
Declaration by Independent Directors
Mr. Suresh Kr Patni and Mrs. Reena Jain are independent directors on
the Board of your Company. In the opinion of the Board and as confirmed
by these directors, they fulfill the conditions specified in section
149 of the act and the rules made there under about their status as IDs
of the company.
Remuneration Policy for Directors, Key Managerial Personnel and other
employees
This policy sets out the guiding principles for the Nomination,
Remuneration Committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
Company.
A. Terms and References:
In this policy, the following terms shall have the following meanings:
"Director" means a director appointed to the Board of the company.
"Key Managerial Personnel" means
- The Chief Executive Officer or the Managing Director or the Manager
- The Company Secretary
- The Whole-time Director
- The Chief Financial Officer and
Such other officer as may be prescribed under the Companies Act, 2013
B. Remuneration to Non Executive Directors
Non-Executive Directors shall be entitled to sitting fees for attending
the meetings of the Board and the committees thereof.
Significant and Material Order Passed by the Regulators
No Significant and Material Order has been received by any Regulators
of your company
Internal Financial Control
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
company. An Audit of Internal Financial Control over financial
reporting that is integrated with an Audit of Financial Statements. As
per sub clause IV.D of clause 49 of listing agreement the role of Audit
Committees of companies whose equity shares are listed includes
evaluation of internal financial controls and risk management systems.
Further, clause 49 requires the CEO and CFO of such companies, to
certify to the Board of Directors ("the Board") that they accept
responsibility for establishing and maintaining internal controls for
financial reporting and they have evaluated the effectiveness of
internal control systems of the Company pertaining to financial
reporting.
The Companies Act, 2013 (the "2013 Act") has stated specific
responsibilities on the Board of listed companies towards the company's
internal financial controls and inter alia, require the Board to State
that they have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively. These changes are effective from the
financial years beginning on or after 1 April, 2014. Currently many
companies are assessing the impact these new requirements will have on
the operations and processes of the company, including the financial
reporting process.
Statutory Auditors are also required to report on the adequacy and
operating effectiveness of the company's internal financial control
system. The reporting by the auditors is voluntary for the year ending
31st March, 2015 and mandatory for the financial year beginning on or
after 1st April, 2015
In this issue, we shall discuss the following with respect to internal
financial controls:
1. Responsibility on the Board and Board reporting requirements
relating to internal financial controls as introduced by the 2013 Act
and the Companies (Accounts) Rules, 2014
2. Some considerations to be factored in by the Board fulfilling their
duties
3. Implication to companies on auditor's reporting under section
143(3)(i) of the 2013 Act on the adequacy and operating effectiveness
of controls Holding and Subsidiaries
Your company has not any Holding and Subsidiaries company.
Code of Conduct
The Board of Directors has approved the Code of Conduct which is
applicable to the members of the Board and all employees in the course
of day to day business operations of the company. The Code lays down
the standard procedure which is expected to be followed by the
Directors and Designated Employees in their business dealings and in
particular on matters relating to integrity in the work place.
Prevention of Insider Trading
The Company has adopted a code of conduct for prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires re-clearance
for dealing in the Company's shares and prohibits the purchase or sale
of company shares by the directors and the designated employees while
in procession of unpublished price sensitive information in relation to
the company and during the period when the Trading window is closed.
The Board is responsible for implementation of the Code.
Directors and Key Managerial Personnel
Mr. Vinay K Mehta, Directors retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
reappointment.
During the year, Ms Akriti Sharma, Company Secretary & Compliance
Officer of the company has been resigned from the company on January
20th, 2015 and Mrs. Prachi Thirani has been appointed as compliance
officer in company as per listing agreement.
Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which are required
to be transferred to Investor Education and Protection Fund (IEPF).
Fixed Deposits
Your Company has not accepted any deposits from public in terms of
Section 58A and/or 58AA of your Companies Act, 1956
Management Discussion And Analysis
Management Discussion and Analysis comprising an overview of the
financial results, operations/performance and the future prospects of
the company form part of this Annual Report.
Particulars of employees
The information required pursuant to Section 197 read with rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company, will be provided upon
request. In terms of Section 136 of the Act, the reports and accounts
are being sent to the members and others entitled thereto, excluding
information the information on employees' particulars which is
available for inspection by the members at the Registered office of the
company during business hours on working days of the company up to the
date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
Details of conservation of energy, technology absorption, foreign
exchange earnings and outgo In terms of the requirement of clause (m)
of sub-section (3) of Section 134 of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014, the particulars with respect to
"Conservation of Energy, Technologies Absorption and Foreign Exchange
Earnings and Outgo" are part of the Directors Report as Annexure-A
Acknowledgement
Your Directors place on record their application for employees at all
levels, who have contributed to the growth and performance of your
company. Your Directors also thank the clients, vendors, bankers,
shareholders and advisors of the company for their continued support.
Your Directors also thank the Central and State Governments, and other
statutory authorities for their continued support.
For and on Behalf of the Board
Unishire Urban Infra Limited
Pratik K Mehta (DIN: 013806506)
Managing Director
Date: 04th September, 2015
Place: Kolkata
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