Mar 31, 2016
To The Members,
The Directors have pleasure in presenting the 24th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2016.
(Rs. in Lac)
Financial Results |
Year Ended 31.03.2016 |
Year Ended 31.03.2015 |
Gross Revenue for the year |
45779.23 |
47645.27 |
Profit before Tax & Extraordinary Items |
13.32 |
70.24 |
Less : Provision for Taxation (Including Deferred Tax) |
4.12 |
32.95 |
Profit after Tax |
9.20 |
37.29 |
Add : Prior Period Adjustments |
0.48 |
32.45 |
Less : Transfer to General Reserves |
1.74 |
7.46 |
Add : Profit brought forward from Previous Year |
453.36 |
391.08 |
Balance carried forward |
460.34 |
453.36 |
OVERVIEW OF ECONOMY
India continues to remain a bright spot in the otherwise bleak global economic forecast of the International Monetary Fund (IMF). India will be the fastest growing major economy in 2016-17 growing at 7.5%, ahead of China, at a time when global growth is facing increasing downside risks, as per the World Economic outlook released by the IMF.
Indiaâs growth will continue to be driven by private consumption, which has benefited from lower energy prices and higher real incomes, IMF said, adding that âWith the revival of sentiment and pickup in industrial activity, a recovery of private investment is expected to further strengthen growth.â
India expects to grow in a wide range of 7-7.75% in 2016-17 as against a projected 7.6% growth in 2015-16.
OVERALL PERFORMANCE & OUTLOOK
Gross revenue from operations during the year stood at Rs. 45,779.23 lac in comparison to last yearsâ revenue of Rs. 47,645.27 lac whereas Net Profit from after tax stood at Rs. 8.72 lac in comparison to last yearsâ profit of Rs. 37.29 lac.
Outlook for coming financial year seems to be very challenging due to increased competition, import of cheap IT/ Mobile products from China and lack of demand in the market. On capital market front, rising in volatility and lack of retail investorâs participation may be a cause of concern for the company.
DIVIDEND AND RESERVES
Due to decline in profit and in order to conserve resources to meet the working capital requirements, your Directors do not propose any dividend for the year under review.
During the year under review, sum of Rs. 1.745 lac were transferred to General Reserves.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2016 was Rs. 23.0002 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2016, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible into Equity Shares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits/(loss) and cash flows for the year ended 31st March 2016.
The Company continues to focus on judicious management of its working capital. Receivables, Stock-in-Trade and other working capital parameters were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial 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 Act, 2013 and Regulation 23 of Listing Regulations, during the financial year, were in the ordinary course of business and on an armâs length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act, 2013 is not required. Further, there are no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by 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 the Companyâs website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Regulation 34 of Listing Regulations, the Management Discussion and Analysis is annexed and forms part of the Directorsâ Report.
MANAGEMENT
There is no change in Management of the Company during the year under review.
DIRECTORS
During the year under review, there is no change in composition of Board of Directors of the Company.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of Listing Regulations.
Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Boardâs Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual
General Meeting (âAGMâ) of the Company.
As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall 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. |
Not Any |
- |
- |
- |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position of the 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 explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. the directors had selected such accounting policies and applied them consistently and made 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 the Company and that such internal financial controls are adequate and were operating effectively; and
6. that 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.
INFORMATION TECHNOLOGY
Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.
BUSINESS RISK MANAGEMENT
Risk management is embedded in your Companyâs operating framework. Your Company believes that managing risks helps in maximizing returns. The Companyâs approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.
However, provision of Regulation 21 of Listing Regulations for constitution of Risk Management Committee is not applicable to the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle 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 progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.
AUDITORS Statutory Auditors
The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 24th Annual General Meeting up to the conclusion of the 27th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. B. S. Kedia & Co, that their appointment, if made, would be in conformity with the limits specified in the said Section.
The shareholders are requested to appoint Auditors and fix their remuneration.
Secretarial Auditors
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 has appointed Mr. Madan Mohan Kothari, Company Secretaries in Practice (C. P. No. 8734) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The Company wishes to place on record their appreciation to the contribution made by the employee of the Company during the period.
During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.
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 there under, the Company has 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 financing and trading/investment activities in Capital Markets; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 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 year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Regulations. Pursuant to Regulation 27 of Listing Regulations, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.
CAUTIONARY STATEMENT
Statements in this Directorsâ Report and Management Discussion and Analysis describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
APPRECIATION
Your Directors wish to place on record their appreciation towards contribution of all the employees of the Company and their gratitude to the Companyâs valued customers, bankers, vendors and members for their continued support and confidence in the Company.
Kolkata, May 30, 2016 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
Mar 31, 2015
The Directors have pleasure in presenting the 23rd Annual Report of
your Company together with the Audited
Statements of Accounts for the year ended 31st March 2015.
(Rs. in Lac)
Year Ended Year Ended
Financial Results 31.03.2015 31.03.2014
Gross Revenue for the year 71570.30 38733.36
Profit before Tax & Extraordinary Items 70.24 81.47
Less : Provision for Taxation 32.95 31.85
Profit after Tax 37.29 49.62
Add : Prior Period Adjustments 32.45 0.00
Less : Transfer to General Reserve 7.46 9.92
Add : Profit brought forward from
Previous Year 391.08 351.38
Balance carried forward 453.36 391.08
OVERVIEW OF ECONOMY
A more robust economic performance than was earlier indicated emerges
from revised data based on an updated base year, wider coverage of
goods and services, and the inclusion of tax data to estimate economic
activity. Real growth in India was previously estimated as a change in
volume, but the new series estimates value added at each stage.
The government's initial estimates for Fiscal Year 2014 (ending 31
March 2015) shown that economic growth accelerated to 7.4%. Agriculture
growth slipped to 1.1% in FY2014 largely because the monsoon was
erratic, particularly affecting the summer crop. The production of food
grains contracted by 3.2% from FY2013.
After growing by 4.5% in FY2013, industry accelerated to 5.9% in
FY2014, helped by a 6.8% expansion in manufacturing. These estimates
may be a tad optimistic, however, as they assume manufacturing growth
to have exceeded 10% in the final quarter of FY2014. Monthly industrial
production estimates indicate a more modest upturn. The production of
capital goods expanded after 3 years in the red. However, consumer
durables continued to decline. Improved coal production helped double
the growth of electricity generation over the previous year's rate.
OVERALL PERFORMANCE & OUTLOOK
Gross Sales has been increased during the year in comparison to last
financial year but overall Net Profit has fallen to some extent. Gross
Revenue during the year was Rs. 47,645.27 Lac in comparison to last
years' revenue of Rs. 38,733.36 Lac whereas Net income from operations
after tax remained at Rs. 37.29 Lac during the year in comparison to last
years' income of Rs. 49.62 Lac.
Outlook for coming financial year seems to be continuously challenging
steep competition, import of cheap products from China and lack of
demand in the market. On Capital Market front, rising in volatility and
lack 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 Directors do not propose any dividend for the year
under review.
During the year under review, sum of Rs. 7.46 Lac were transferred to
General Reserve.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 23.0002
Crore. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity. As on March 31, 2015, none of the Directors and/or Key
Managerial Person of the Company hold instruments convertible into
Equity Shares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the
requirements the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The financial statements have
been prepared on historical cost basis. The estimates and judgments
relating to the financial statements are made on a prudent basis, so as
to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs,
profits/(loss) and cash flows for the year ended 31st March 2015.
The Company continues to focus on judicious management of its working
capital. receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements
by the statutory auditors for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any material subsidiary whose net worth
exceeds 20% of the consolidated net worth of the holding company in the
immediately preceding accounting year or has generated 20% of the
consolidated income of the Company during the previous financial 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 Act, 2013 and Clause 49 of the Listing Agreement during the
financial year were in the ordinary course of business and on an arm's
length pricing basis and do not attract the provisions of Section 188
of the Companies Act, 2013 thus disclosure in form AOC-2 is not
required. There were no materially significant transactions with
related parties during the financial year which were in conflict with
the interest of the Company. Suitable disclosure as required by 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 the Company's website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors'
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
During the year, Mr. Ashok Bothra has resigned from the Board w.e.f.
4th December 2014 due to his personal reasons. Your Directors wish to
place on record their appreciation for guidance and inputs provided by
Mr. Ashok Bothra during their tenure as Directors of your Company.
Further, during the year, the Board has appointed Mr. Mohit
Jhunjhunwala and Mrs. Renu Kedia as Independent Directors of the
Company to meet the requirements of Clause 49 of Listing Agreement as
well as Section 149 of Companies Act 2013.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board
of a company, but shall be eligible for re-appointment for another term
up to five years on passing of a special resolution by the company and
disclosure of such appointment in Board's Report. Further Section 152
of the Act provides that the independent directors shall not be liable
to retire by rotation in the Annual General Meeting ('AGM') of the
Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Sl. No. Name Designation Date of Date of
Resignation
Appointment
1. Mr. Ashok Bothra Independent
Director - 4th December
2014
2. Mr. Mohit
Jhunjhunwala Independent
Director 14th Jan 2015 -
3. Mrs. Renu Kedia Independent
Director 6th March 2015 -
4. Mr. Vijay Laxmi
Purohit Company
Secretary 29th March 2015 -
5. Mr. Naresh
Sharma CFO 29th March 2015 -
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR
COURTS
There are no other significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of Financial Year and
date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the Board of Directors confirms that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2015, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors have adopted such accounting policies and applied
them consistently and made 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 of
the Company for that period;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. The Directors have prepared the annual accounts on a going concern
basis.
5. Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
6. Systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in Information and Technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Business Risk Management Committee. The
details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board's Report.
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. The
business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as
also separately for business segments viz. Finance and Capital Market
activities.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is defined in the Internal Audit Charter.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Based on the
report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As required under Rule 7 of The Companies (Meetings of Board and its
Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk
Management Policy (FRM) to deal with instance of fraud and
mismanagement, if any. The detail of the FRM Policy is explained in
the Corporate Governance Report.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
Statutory Auditors
The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata who
are Statutory Auditors of the Company and holds the office until the
conclusion of ensuing Annual General Meeting and are recommended for
re-appointment to audit the accounts of the Company from the conclusion
of the 23rd Annual General Meeting up to the conclusion of the 27th
consecutive Annual General Meeting (subject to ratification by the
members at every subsequent AGM). As required under the provisions of
Section 139 & 142 of the Companies Act, 2013 the Company has obtained
written confirmation from M/s. B. S. Kedia & Co, that their
appointment, if made, would be in conformity with the limits specified
in the said Section.
The shareholders are requested to appoint Auditors and fix their
remuneration.
Secretarial Auditors
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 has appointed M/s G. S. Bhide &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9, as required under section 92 of the Companies Act, 2013 is
annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The 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 Report and
Accounts are being sent to the Members and others entitled thereto,
excluding 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
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
PARTICULARS UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013
Since the Company is into the Business of Financing and Investing
activities in Shares and Securities; the information regarding
conservation of energy, Technology Absorption, Adoption and innovation,
under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 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 year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit
from the public falling within the ambit of Section 73 of the Companies
Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement,
a Report on the Corporate Governance and the Auditors Certificate on
Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards
contribution of all the employees of the Company and their gratitude to
the Company's valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, May 29, 2015 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
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 22nd Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended 31st March 2014.
(Rs. in Lac)
Financial Results Year Ended Year Ended
31.03.2014 31.03.2013
Gross Revenue for the year 38733.36 32919.20
Profit before Tax & Extraordinary Items 81.47 102.11
Less : Provision for Taxation 31.85 20.02
Profit after Tax 49.62 82.09
Less : Adjustment of Tax of Earlier Years 0.00 1.07
Less : Transfer to General Reserve 9.92 16.20
Add : Profit brought forward from
Previous Year 351.38 286.57
Balance carried forward 391.08 351.38
OVERVIEW OF ECONOMY
India''s economic growth remained below 5.00 percent mark second year in
a row at 4.7 percent in 2013-14, but the industry is hopeful of a
rebound with a new stable government who is expected to be considered
pro-business.
India''s fourth quarter growth stood at 4.6 percent. Decline in
manufacturing and mining output eclipsed the overall growth during the
entire fiscal. The country''s economy, or gross domestic product (GDP),
had expanded at 4.5 percent in 2012-13, the slowest pace in the
previous decade.
Subdued prices of vegetables, cereals and dairy products pushed down
retail inflation to a three-month low of 8.28 percent in May. Retail
inflation, measured on consumer price index (CPI), was 8.59 percent in
April.
In February 2014, retail inflation was at 8.03 percent, followed by
consecutive rise in March (8.31 percent) and in April, it was 9.66
percent as per the data released by government.
OVERALL PERFORMANCE & OUTLOOK
The Business environment during the financial year was continued to
remain challenging. Other factors like recession, inflation, scarcity
of demand by ultimate consumers and falling turnover in Capital Market
due to lack of participation by retail investors further affected the
overall performance for 2013-2014. However somehow, the Company managed
to do well in spite of adverse business conditions.
Gross Sales has been increased during the year in comparison to last
financial year but overall Net Profit has fallen to some extent. Gross
Revenue during the year was Rs. 38,733.36 Lac in comparison to last
years'' revenue of Rs. 32,919.20 Lac whereas Net income from operations
remainedat Rs. 81.47 Lac during the year in comparison to last years''
income of Rs. 102.11 Lac.
Outlook for coming financial year seems to be continuously challenging
mainly due to the delay in recovery in both Indian & Foreign Market.
Other factors which could affect the profitability of Company can be
lack of demands by retail clients, fear of bad loans and higher rate of
inflation etc. The Company believes that in spite of adverse scenario,
the Company will be able to do well in coming financial year.
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary Company.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Sushil Kr. Purohit, Non-Executive Director of your
Company, retires by rotation and are due for election at the ensuring
Annual General Meeting. Mr. Sushil Kr. Purohit, being eligible, offers
himself for re-appointment.
The Board recommends the appointment of Mr. Sushil Kr. Purohit pursuant
to the applicable provisions of the Act. The resolutions seeking your
approval on this item along with the requisite disclosures/explanatory
statement are included in the Notice for convening the Annual General
Meeting.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board
of a company, but shall be eligible for re- appointment for another
term up to five years on passing of a special resolution by the company
and disclosure of such appointment in Board''s Report. Further Section
152 of the Act provides that the independent directors shall not be
liable to retire by rotation in the Annual General Meeting (''AGM'') of
the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2014, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted such accounting policies and applied them
consistently and made 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 of the
Company for that period;
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. The Directors had prepared the annual accounts on a going concern
basis.
STATUTORY INFORMATION
The Company is one of the RBI registered Non-Deposit taking NBFC
Company and being in to the business Finance & Investments, Software
Trading and Advisory Services, requirement regarding and disclosures of
Particulars of Conservation of Energy and Technology Absorption
prescribed by the rule is not applicable to us.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in Information and Technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata who
are Statutory Auditors of the Company and holds the office until the
conclusion of ensuing Annual General Meeting and are recommended for
re-appointment to audit the accounts of the Company from the conclusion
of the 22nd Annual General Meeting up to the conclusion of the 27th
consecutive Annual General Meeting (subject to ratification by the
members at every subsequent AGM). As required under the provisions of
Section 139 & 142 of the Companies Act, 2013 the Company has obtained
written confirmation from M/s. B. S. Kedia & Co, that their
appointment, if made, would be in conformity with the limits specified
in the said Section.
The shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial throughout the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
The Company being and RBI registered NBFC and is in to business of
Software trading, Investment activities in Securities Market and
Commodities Market as well as carrying NBFC activities or to provide
financial assistance to Corporate and HNIs during the year under review
and hence the information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement,
a Report on the Corporate Governance and the Auditors Certificate on
Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, May 29, 2014 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
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the Twenty-first Annual
Report of your Company together with the Audited Statements of Accounts
for the year ended March 31, 2013.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
31.03.2013 31.03.2012
Income 33473.54 20170.44
Profit before Tax & extraordinary item 102.11 166.20
Less : Provision for Taxation 20.02 26.82
Profit after Tax 82.09 139.38
Less : Adjustment of Tax of Earlier Years 1.07 1.65
Less : Transfer to General Reserve 16.20 27.56
Add : Profit brought forward from Previous Year 286.57 176.40
Balance carried forward 302.77 286.57
OVERVIEW OF ECONOMY
According to the latest estimates, Indian Economy grew by 5% in FY
2013, reflecting lower than expected growth in both industry and
services sectors. Inflation also was at elevated levels. However with
commodity and crude oil prices on the decline from the peak and with
various policy initiatives coming through, the Economy is estimated to
grow by around 6% in FY2014 with lower Inflation.
OVERALL PERFORMANCE & OUTLOOK
The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2012-2013. Gross Sales has been increased
during the year in comparison to last financial year but overall Net
Profit has fallen due to lack of demand as well as pressure of imported
items from China. The Earning has been beaten down solely by Mobile
Phones & Accessories which was topmost earning tool during last
financial year.
Directors are pleased to inform that in spite of difficult times, your
Company, based on its intrinsic strength, has broadly maintained its
performance. Net income from operations remained satisfactory to an
amount of Rs. 102.11 Lac during the year in comparison to last years''
income of Rs. 166.20 Lac.
The Company is in to the Business of lending its surplus fund in to the
Capital and Money Market as well as providing financial assistance to
Corporate and HNIs. Beside this, your Company is into the business of
Advisory Services to meet the requirements of Corporate Funding for
Corporate Clients. Beside above, your Company is also into the Business
of trading of Software (Mobile Applications) and Mobile handsets.
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary Company.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Ashok Bothra, Director of your Company, retires by
rotation and are due for election at the ensuring Annual General
Meeting. Mr. Ashok Bothra, being eligible, offers himself for re-
appointment.
The Board recommends the appointment of Mr. Ashok Bothra pursuant to
the applicable provisions of the Act. The resolutions seeking your
approval on this item along with the requisite disclosures/explanatory
statement are included in the Notice for convening the Annual General
Meeting.
Further, none of the Directors of the Company are disqualified under
section 274(1 )(g) of the Companies Act 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2013, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted such accounting policies and applied them
consistently and made 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 of the
Company for that period;
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. The Directors had prepared the annual accounts on a going concern
basis.
STATUTORY INFORMATION
The Company being basically in the Software trading business as well as
an Investor in Capital & Money Market, requirement, regarding and
disclosures of Particulars of conservation of energy and technology
absorption prescribed by the rule is not applicable to us.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in Information and Technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology and deploy/absorb technology wherever feasible, relevant and
appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata
holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors U/S
224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed. The
shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT :
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial throughout the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having no business other than the business of Software
trading, trading of Mobile and Mobile Accessories, Investing in
Securities Market as well as to lend money to Corporate and HNIs during
the year under review and hence the information regarding conservation
of energy, Technology Absorption, Adoption and innovation, the
information required under section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules 1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing
Agreement, a Report on the Corporate Governance and the Auditors
Certificate on Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, May 30, 2013 By order of the Board
For Unisys Softwares & Holding Industries Ltd.
Registered Office :
75C, Park Street, Basement Jagdish Prasad Purohit
Kolkata-700 016. Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Twentieth Annual Report
of your Company together with the Audited Statements of Accounts for
the year ended March 31, 2012.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
31.03.2012 31.03.2011
Income 20170.44 13458.46
Profit before Tax &
extraordinary item 166.20 161.01
Less : Provision for Taxation 26.82 19.35
Profit after Tax 139.38 141.65
Less : Adjustment of Tax for
Earlier Years 1.65 0.00
Less : Transfer to General Reserve 27.56 28.33
Add : Profit brought forward
from Previous Year 176.40 63.08
Balance carried forward 286.57 176.40
BUSINESS OPERATIONS
The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2011-2012. Directors are pleased to inform that
in spite of difficult times, your Company, based on its intrinsic
strength, has broadly maintained its performance.
Your Company is one of the NBFC Company is doing the business of
lending money to Corporate and HNIs. Beside this, the Company is doing
the business of Trading of Software Products & Mobile Phone &
Accessories, and investing its surplus fund in Capital Market.
FUTURE PLANS
As you are aware to this fact that the market is not supporting to the
businesses of the Company due to lack of demand, high inflation rate,
significant drop in the growth of the Company, rise in Dollar price
etc. In spite of all these, the Company is hopeful of maintaining its
profitability in current financial year also and wants to expand its
business in a big way. Apart from this the Company is willing to invest
its money in Capital Market wisely and to earn from this investment.
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
SUBSIDIARY COMPANY
The Company does not have any material non-listed Indian subsidiary
whose turnover or net worth (i.e. paid-up capital and free reserves
exceeding 20% of the consolidated turnover or networth respectively, of
the listed holding company and its subsidiaries in the immediately
preceding accounting year.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors'
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Jagdish Prasad Purohit, Director of your Company,
retires by rotation and are due for election at the ensuring Annual
General Meeting. Mr. Jagdish Prasad Purohit, being eligible, offers
himself for re-appointment.
The Board recommends the appointment of Mr. Jagdish Prasad Purohit
pursuant to the applicable provisions of the Act. The resolutions
seeking your approval on this item along with the requisite
disclosures/explanatory statement are included in the Notice for
convening the Annual General Meeting.
Further, none of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2012, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted such accounting policies and applied them
consistently and made 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 of the
Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
STATUTORY INFORMATION
The Company being basically in the Software trading business as well as
an Investor in Capital & Money Market, requirement, regarding and
disclosures of Particulars of conservation of energy and technology
absorption prescribed by the rule is not applicable to us.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata
holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors U/S
224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed. The
shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR'S REPORT :
The notes referred to in the Auditor's Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having no business other than the business of Investing
in Securities Market as well as to lend money to Corporate and HNIs
during the year under review and hence the information regarding
conservation of energy, Technology Absorption, Adoption and innovation,
the information required under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1975, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing
Agreement, a Report on the Corporate Governance and the Auditors
Certificate on Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company's valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, June 30, 2012 By order of the Board
For Unisys Softwares & Holding Industries Ltd.
Registered Office :
75C, Park Street, Basement Jagdish Prasad Purohit
Kolkata-700 016. Chairman & Managing Director
Mar 31, 2011
To The Members,
The Directors have pleasure in presenting the Nineteenth Annual Report
of your Company together with the Audited Statements of Accounts for
the year ended March 31, 2011.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
31.03.2011 31.03.2010
Income 13458.46 747.92
Profit before Tax & extraordinary item 161.01 9.39
Less : Provision for Taxation 19.35 1.55
Profit after Tax 141.65 7.85
Transfer to General Reserve 28.33 1.57
Add : Profit brought forward from
Previous Year 63.08 56.80
Balance carried forward 176.40 63.08
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
FIXED DEPOSITS
The Company has not taken any fixed deposits from public during the
year.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
There was a change in the Composition of Board during the year under
review.
During the year Mr. Dharampal Sharma has resigned from Board w.e.f.
13th August 2010 and in his place Mr. Joharpal Singh has joined the
Board on 13th August 2010 as Non- Executive, Independent Director of
the Company.
In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association Mr. Ashok Bothra who
retires by rotation is eligible, offers himself for reappointment.
Except Mr. Ashok Bothra himself, no other Directors are interested in
re-appointment of Mr. Ashok Bothra.
Further, non of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.
AUDITORS
The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata
holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors u/s
224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint the Auditors and fix their
remuneration.
COMMENTS ON AUDITOR'S REPORT
The notes referred to in the Auditor's Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company follows the principles of the effective corporate
governance practices. The Clause 49 of Listing Agreement deals with the
Corporate Governance requirements which every publicly listed Company
has taken steps to comply with the requirements of the revised Clause
49 of the Listing Agreement with the Stock Exchange.
A separate section on Corporate Governance forming part of the
Directors' Report and the certificate from the Company's Auditors on
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is included in the Annual Report.
INFORMATION TECHNOLOGY
The Company aims to maintain a scalable computing infrastructure that
delivers efficient and seamless services across multiple channels for
customer convenience. In order to retain competitive edge, technology
infrastructure has been implemented wherever necessary, in alignment
with business requirements.
COMPLIANCE
The Compliance function of the Company is responsible for independently
ensuring that operating and business units comply with regulatory and
internal guidelines. The Compliance Department of the Company is
continued to play a pivotal role in ensuring implementation of
compliance functions in accordance with the directives issued by
regulators, the Company's Board of Directors and the Company's
Compliance Policy. The Audit Committee of the Board reviews the
performance of the Compliance Department and the status of compliance
with regulatory/internal guidelines on a periodic basis.
New Instructions/guidelines issued by the regulatory authorities were
disseminated across the Company to ensure that the business and
functional units operate within the boundaries set by regulators and
that compliance risks are suitably monitored and mitigated in course of
their activities and processes. New products and process launched
during the year were subjected to scrutiny from the Compliance
Standpoint and proposals of financial services were screened from risk
control prospective.
HUMAN RESOURCES
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. Various HR initiatives
are taken to align the HR policies to the growing requirements of the
business.
The Company has a structured induction process and management
development programmes to upgrade skills of managers. Objective
appraisal systems are in place for senior management system.
STATUTORY INFORMATION
The Company being basically in the financial sector, requirement,
regarding and disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.
PARTICULARS OF EMPLOYEES
The relations remain cordial throughout the year between employees and
the management
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
Particulars under Section 217 (1) (e) of the Companies Act, 1956
The Company is engaged in the business of software trading, investment
in shares & securities and of NBFC activities hence the information
regarding conservation of energy, Technology Absorption, Adoption and
innovation, the information required under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules 1988, is reported to be NIL.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors
confirm that:
1. In the preparation of the annuals accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The Directors had selected such accounting policies and applied
them consistently and made 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 of
the Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is commitment of the Company to
improve the quality of the workforce and their families and also the
community and society at large. The Company believes in undertaking
business in such a way that it leads to overall development of all
stake holders and Society.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Company's employees for their performance and continued support. The
Directors would also like to thank all the Shareholders, Consultants,
Customers, Vendors, Bankers, Service Providers, and Governmental and
Statutory Authorities for their continued support.
Kolkata, June 30, 2011 By order of the Board
For Unisys Softwares & Holding Industries Ltd.
Registered Office :
75C, Park Street, Basement Jagdish Prasad Purohit
Kolkata-700 016. Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the Eighteenth Annual Report
of your Company together with the Audited Statements of Accounts for
the year ended March 31, 2010.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
31.03.2010 31.03.2009
Income 747.92 72.62
Profit before Tax & extraordinary item 9.39 3.80
Less : Provision for Taxation 1.55 0.48
Profit after Tax 7.85 3.32
Transfer to General Reserve 1.57 0.66
Add : Profit brought forward from
Previous Year 56.80 54.15
Balance carried forward 63.08 56.80
DIVIDEND
In view of insufficient profit & in order to conserve resources to meet
the working capital requirements, your Directors do not propose any
dividend for the year under review.
FIXED DEPOSITS
The Company has not taken any fixed deposits from public during the
year.
DIRECTORS
There was a substantial change in the Composition of Board during the
year under review. During the year Mr. Ghanshyam Das Sharma and Mr.
Gurmeet Singh have resigned from
Board on 22nd June 2009 whereas Mr. Kailash Prasad Purohit has resigned
from Board on 20th February 2010.
During the year Mr. Ashok Bothra has joined the Board on 20th February
2010 as Non- Executive, Independent Director of the Company.
In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association Mr. Sushil Kumar Purohit
who retires by rotation is eligible, offers himself for reappointment.
Except Mr. Jagdish Prasad Purohit, relative of Mr. Sushil Kr. Purohit,
no other Directors are interested in re-appointment of Mr. Sushil Kr.
Purohit.
Further, non of the Directors of the Company are disqualified under
section 274(1 )(g) of the Companies Act 1956.
AUDITORS
The Auditors M/s Manbendra Bhattacharyya & Co., Chartered Accountants,
Kolkata holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors U/S
224(1 B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint the Auditors and fix their
remuneration.
COMMENTS ON AUDITORS REPORT
The notes referred to in the Auditors Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company follows the principles of the effective corporate
governance practices. The Clause 49 of Listing Agreement deals with the
Corporate Governance requirements which every publicly listed Company
has taken steps to comply with the requirements of the revised Clause
49 of the Listing Agreement with the Stock Exchange.
A separate section on Corporate Governance forming part of the
Directors Report and the certificate from the Companys Auditors on
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is included in the Annual Report.
HUMAN RESOURCES
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. Various HR initiatives
are taken to align the HR policies to the growing requirements of the
business.
The Company has a structured induction process and management
development programmes to upgrade skills of managers. Objective
appraisal systems are in place for senior management system.
STATUTORY INFORMATION
The Company being basically in the financial sector, requirement,
regarding and disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.
PARTICULARS OF EMPLOYEES
The relations remain cordial throughout the year between employees and
the management
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
Particulars under Section 217 (1) (e) of the Companies Act, 1956
The Company is engaged in the business of shares and securities broking
hence the information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be NIL.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The Directors had selected such accounting policies and applied
them consistently and made 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 of
the Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4.The Directors had prepared the annual accounts on a going concern
basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) us commitment of the Company
to improve the quality of the workforce and their families and also
the community and society at large. The Company believes in undert
-aking business in such a way that it leads to overall development
of all stake holders and Society.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Companys employees for their performance and continued support. The
Directors would also like to thank all the Shareholders, Consultants,
Customers, Vendors, Bankers, Service Providers, and Governmental and
Statutory Authorities for their continued support.
Kolkata, May 31, 2010 By order of the Board
For Unisys Softwares &
Holding Industries Ltd.
Registered Office :
75C, Park Street, Basement Jagdish Prasad Purohit
Kolkata-700 016. Chairman & Managing Director