Dear Shareholders
Your Directors have pleasure in presenting the 32th Annual Report of the Company and
the Audited Accounts for the year ended March 31st March, 2023.
Financial Highlights
The summarized financial results of your Company are given in the table below:
(Amountin Rupees`)
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Total Revenue |
1,15,55,129 |
1,45,80,793 |
Profit/(Loss) before taxation |
(33,37,271) |
(4,28,21,854) |
Less: Tax Expense |
- |
- |
Profit/(Loss) after tax |
(33,37,271) |
(4,28,21,854) |
Add: Balance B/F from the previous year |
(3,60,67,812) |
67,54,041 |
Balance Profit / (Loss) C/F to the next year |
(3,94,05,102) |
(3,60,67,812) |
*previous year figures have been regrouped/rearranged wherever necessary
Review of Operation
The Total revenue stood at1,15,55,129 in Financial Year 2022-23, as against
1,45,80,793in Financial Year 2021-22. The Lossincurred in FY 2022-23 is (33, 37,271) as
compared to Lossof last year which was (4, 28,21,854).
Share Capital
The Company has 24, 35, 85,000/- Equity Share Capital for the Financial Year ended
March 31, 2023.
State of the affairs of the Company
Details of State of the Company's Affairs are given in the Management Discussion and
Analysis.
Dividend & Reserves
Your Directors did not recommend any dividend for the financial year 2022-23 and not
proposed to carry any amount to reserves.
Change in the nature of the business
During the year under review, there was no change in the nature of the business of the
Company
Deposits
Your Company has not accepted any deposits from the public or shareholder during the
year, nor has any unclaimed or unpaid deposits at the end of the financial year 2022-23.
Number of Meetings of the Board
The Board met Seven (7) times during the financial year, the details of which are given
in the Corporate Governance report that forms part of this Annual Report. The intervening
gap between any two meetings was within the period prescribed by the Companies Act, 2013
and Listing Regulations
Directors Responsibility Statement
Pursuant to clause C Section 134(3),134(5) of the Companies Act, 2013, your Directors
confirm that to the best of their knowledge and belief and according to the information
and explanation obtained by them,
a) In the preparation of the annual accounts for the financial year ended March 31st ,
2023, 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 March
31st, 2023and 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;
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.
Committees of the Board
The Company has constituted / re-constituted various Board level committees in
accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015. Details of all the Committees along with
their composition and meetings held during the year under review are provided in the
Report on Corporate Governance forming part of this Annual Report.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy has been formulated pursuant to the provisions
of Section 178 and other applicable provisions of the Companies Act; 2013 and rules
thereto stating therein the Company's policy on Directors, payment of managerial
remuneration, Directors qualifications, positive attributes, independence of Directors by
the Nomination & Remuneration Committee reviewed by the Board of Directors. The said
policy is furnished as Annexure-I and forms part of this report.
Policy on Sexual Harassment of women at work place
The Company has formulated a policy for the prevention of sexual harassment within the
Company. It ensures prevention and deterrence of acts of sexual harassment and
communicates procedures for their resolution and settlement. Internal Complaint Committee
have been constituted which is chaired by a female employee of the Company in accordance
with the requirements under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the
Law as well as the policy at every unit. There were no cases/ complaints reported in this
regard during the year 2022 -23.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing and obligations
and disclosure requirements) Regulations, 2015, the Board has carried out an annual
evaluation of its own performance and that of its committees as well as performance of the
directors individually. Feedback was sought covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its committees , Board
Culture , Execution and performance of specific duties, obligations and governance and the
evaluation was carried out based on responses received from the directors.
A Separate exercise was carried out by the Nomination and Remunerationcommittee of the
Board to evaluate the performance of individuals Directors. The performance evaluation of
the Non Independent Directors and the Board as a whole was carried out by the Independent
Directors. The Directors expressed their satisfaction with the evaluation process.
Directors and Key Managerial Personnel
During the financial year 2022-2023, The Company has a well-structured Board consisting
of 4 Directors and one CFO, One CEO & one Company Secretary.
SL No. Name |
DIN/PAN |
Designation |
1 Akshay Kumar Jain |
08814058 |
Managing Director |
2 Nikunjbhai Mukeshbhai Choksi |
03107384 |
Independent Director |
3 Reena Jain |
05210835 |
Independent Director |
4 Nawal Kishore Chandak |
07107569 |
Independent Director |
5 Ashok Gupta |
AEVPG8882K |
CEO |
6 Surya Bishnoi |
ABCPB8255D |
CFO |
7 Shilpi Modi |
AOXPA9359K |
Company Secretary |
Statement on declaration given by Independent Directors under Section 149(6)
Your Company has received declarations from all the Independent pursuant to Section 149
(7) of the Companies Act, 2013 of the Company confirming that they meet the criteria of
interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013 read
with rules made there under and Regulation 16 (1) (b) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
Familiarization Programme undertaken for Independent Directors
The Independent Directors are familiarized with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the
Independent Director is issued a letter of appointment setting out in detail, the terms of
appointment, duties, responsibilities and expected time commitments. The Company Secretary
briefs the Director about their legal and regulatory responsibilities as a Director. The
Directors also explained in detail the various compliances required from him to act as a
Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation,
2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the
Company and other relevant regulations. The details of familiarization are available on
Company's website www.rajputanainvestment.com.
Auditors
Statutory Auditors
The Company Auditor M/s. Arun Jain & Associates, Chartered Accountants are being
appointed as Statutory Auditors of the Company to hold office till the conclusion of the
34th Annual General Meeting.In this regard M/s. Arun Jain & Associates, Chartered
Accountant had submitted their written consent they are eligible and qualified to be
appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies
Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act,
2013.
Secretarial Auditor
The Board has appointed Mrs.Rupa Gupta, Practicing Company Secretary (CP No. 11691)to
Conduct Secretarial audit of the Company for the financial year 2023-24, as required under
Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark or disclaimer. The
Secretarial Audit Report for the financial year 2022-23 forms part of the Annual Report as
Annexure-II to the Board Report.
Internal Auditor
The Board has appointed M/s. DS Associate Chartered Accountants, (FRN: 317063E) as its
internal auditors for the financial year 2023-2024. The reports of internal auditors for
the financial year 2022-23 are discussed in the Audit Committee Meetings.
Compliance Certificate on Corporate Governance
As required by the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, the auditors' certificate on corporate governance is enclosed as Annexure-III
to the board's report.
Internal Financial Controls
Your Company has in place adequate internal financial controls with reference to
financial statements and such internal financial controls are adequate and are operating
effectively.
Risk Management
Your Company has taken necessary steps for risk management including identifying risk
which may threaten the existence/ Operations of the Company.
Corporate Governance
Report of Corporate Governance along with the certificate of the Auditors, confirming
compliance of condition of Corporate Governance as stipulated under Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015, forming part of the
Annual Report.
Management Discussion and Analysis
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(3) of the Listing Regulations, is presented in a separate section
under the head "Management Discussion and Analysis" forming part of the Annual
Report.
Audit Committee
The Audit committee comprises two Independent Directors, namely Mr. Naval Kishore
Chandak, & Mrs. Reena Jain and one Non-executive Director Mr.Akshay Kumar Jain, as
member of the Committee. All the recommendations made by the Audit Committee were accepted
by the Board.
Vigil Mechanism/Whistle Blower Policy
The Company has set up a Vigil Mechanism, which also incorporates a whistle blower
policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle
blower through e-mail or dedicated telephone no. or a letter through to the Vigilance
Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism and
whistle blower policy may be accessed on the
Company's website at the www.uuil.co.in
During the year under review, no protected disclosures were made by the whistle
blowers.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 are not applicable to your
Company.
Subsidiaries
The Company does not have any Joint Ventures, Associate or Subsidiary Companies as on
31.03.2023.
Particulars of Loans, Guarantees and Investments
During the year under review, your company neither gave any Loans, guarantees nor made
investments which are covered under Section 186 of the Companies Act, 2013.
Material Changes and Commitments
There were no Material Changes and Commitments affecting Financial Position between the
end of financial year and Date of the Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure-IV
to this Report.
The details pertaining to composition of Nomination and remuneration Committee are
included in the Annexure III Corporate Governance Report, which forms part of this report.
Particulars of Contracts or Arrangements with Related Parties
Particulars of Contracts or Arrangements with Related Parties referred to in Section
188(1) of the Companies Act, 2013 in the prescribed Form AOC-2is annexed as Annexure-V
to the Board report
Particulars of Employees and Related Disclosure
Disclosures pertaining to remuneration and other details under Section 197(12) of the
act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended are annexed as Annexure-VI. However, as per the
provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being
sentto the Members and others entitled thereto, excluding the disclosure on particulars of
employees 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 the ensuing
Annual General Meeting. Disclosures pertaining to Remuneration and Statement showing the
names of top ten employees in terms of remuneration drawn, as required under Section
197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable to the
Company..
Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and
Outgo
The Particulars relating to conservation of energy, technological absorption, foreign
exchange earnings and outgo, as required under Section 134(3)(m) is annexed as Annexure-VII
to this report.
Details of Significant and Material Orders passed by the Regulators
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.
Details of Application made or proceedings pending under Insolvency and Bankruptcy Code
2016:
During the year under review there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code 2016.
Details of difference between Valuation amount on one Time settlement and Valuation
while availing loan from Banks and Financial Institutions
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institutions.
SEBI Prevention of Insider Trading
The Board has in place a code of conduct in accordance with the provisions of SEBI
(Prohibition of insider Trading) Regulations, 2015. The code, besides other relevant
matters, prohibits an insider from dealing in the shares of the Company while in
possession of unpublished price sensitive information in relation to the Company. All
Directors, Senior Management Personnel, Key Managerial Personnel and other employees
having access to price sensitive information are governed by this code. During the time of
declaration of Results and other material events, the trading window is closed as per the
code. There has been no violation on this front.
Listing
The equity shares of the Company is listed and traded on the Bombay Stock Exchange. The
listing fees to thestock exchange for the year 2022-23 have been paid.
Registrar and Share Transfer Agent
Purva Sharegistry (India) Pvt. Ltd is Company's Registrars and Share Transfer Agent
(RTA) as common agency both for physical and demat shares, as required under the
Securities Contract (Regulation) Act, 1956. The contact details of RTA forms part of the
Corporate Governance Report.
Acknowledgement
The Board places on record its sincere appreciation for the continued support from the
relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers, and other
business associates, for their strong support. For and on behalf of the Board
Unishire Urban Infra Limited
Place: Kolkata |
Nikunj M Choksi |
Akshay Kumar Jain |
Date: August 24, 2023 |
Director |
Managing Director |
|
(DIN: 03107384) |
(DIN: 08814058) |