Mar 31, 2015
Dear Members,
The Directors have pleasure to present 32nd Annual Report and Audited
Annual Accounts of your company for the year ended on 31st March 2015.
FINANCIAL HIGHLIGHTS:
STANDALONE BASIS
(Rs. IN LAKHS)
Particulars FY 2014-15 FY 2013-14
Total Income 15.63 9.77
Total Expenditure 9.26 8.45
Profit Before Tax (PBT) 6.37 1.32
Tax Nil Nil
Profit After Tax (PAT) 6.37 1.32
PERFORMANCE REVIEW & FUTURE OUTLOOK:
During the current year, your Company has booked total income of Rs.
15.63 Lakhs and PAT of Rs. 6.37 Lakhs on standalone basis. The source
of income is on account of dividend received from subsidiary company -
Netesoft India Limited.
Your Company has its strategic & Material subsidiary as Netesoft India
Limited. The performance of Netesoft for the financial year 2014-2015
is as follows:
The total income of the Netesoft for the year ended March 31, 2015
stood at Rs. 3105.06 Lakhs and it has made a profit after tax of Rs.
597.61 Lakhs during year ended March 31, 2015 as compared to a profit
after tax of Rs. 192.77 Lakhs during the previous year.
Your company will look forward to continue its stake in & enrichment of
its subsidiary, so as to make appreciation in company's investment.
Your Directors are expecting further growth in near future on
consolidated basis and are confident that the policies, strategies
adopted by your company will yield better returns.
DIVIDEND & RESERVES:
In view of the inadequate profits, your Directors do not recommend
payment of Dividend for the current financial year. The entire profit
after tax will be adjusted against loss carried forward to the balance
sheet from previous years.
SHARE CAPITAL:
As at March 31, 2015, United Interactive Limited, the total paid up
share capital stood at Rs.1,83.10,000/- divided into 18,31,000 fully
paid up equity shares of Rs. 10/- each. During the year under review,
the Company has not issued any shares. The Company has not issued
shares with differential voting rights. It has neither issued employee
stock options nor sweat equity shares and does not have any scheme to
fund its employees to purchase the shares of the Company.
As on 31st March, 2015, Mrs. Sarayu Somaiya, Director of the Company
holds 69.83% shares of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET
AND THE DATE OF REPORT
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end
of the Financial Year of the Company to which the Financial Statements
relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption:
The Company has no particulars to report regarding conservation of
energy, technology absorption as required under Section 134(3)(m) of
the Companies Act, 2013 read with Rules there under.
B. Foreign exchange earnings and outgo:
Sr. No. Particulars Amt in Rs.
1 Foreign Exchange earned in terms of actual inflows during Nil
the year
2 Foreign Exchange outgo in terms of actual outflows during Nil
the year
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company is committed to improve quality of lives of people in the
community its serves through long term stakeholder value creation, with
special focus on skills development. The Company does not have to
mandatorily constitute a Corporate Social Responsibility (CSR)
Committee in accordance with Section 135 of the Companies Act, 2013.
The company fully understands its role in society and is committed for
sustainable & inclusive growth of people & the environment around its
business.
BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION
During the year, the Board has carried out an annual evaluation of its
own performance & performance of the Directors.
Your Company has constituted Nomination and Remuneration Committee,
which as per the provisions of Companies Act 2013 has defined the
evaluation criteria, procedure and time schedule for the Performance
Evaluation process for the Board, its Committees and Directors. The
criteria for Board Evaluation inter alia include degree of fulfillment
of key responsibilities, Board structure and composition, establishment
and delineation of responsibilities to various Committees,
effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as
attendance and contribution at Board/ Committee Meetings and guidance/
support to the management outside Board/ Committee Meetings. In
addition, the Chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active
engagement by all Board members and motivating and providing guidance
to the Management. Criteria for evaluation of the Committees of the
Board include degree of fulfillment of key responsibilities, adequacy
of Committee composition and effectiveness of meetings. The procedure
followed for the performance evaluation of the Board, Committees and
Directors is detailed in the Directors' Report.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF DIRECTORS:
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178(3) of the Companies Act
2013.
Independence:
In accordance with the above criteria, a Director will be considered as
an 'Independent Director' if he/ she meet with the criteria for
'Independent Director' as laid down in the Act.
Qualifications:
A transparent Board nomination process is in place that encourages
diversity of thought, experience, knowledge, perspective, age and
gender. It is also ensured that the Board has an appropriate blend of
functional and industry expertise. While recommending the appointment
of a Director, the Nomination and Remuneration Committee considers the
manner in which the function and domain expertise of the individual
will contribute to the overall skill-domain mix of the Board.
Positive Attributes:
In addition to the duties as prescribed under the Act, the Directors on
the Board of the Company are also expected to demonstrate high
standards of ethical behavior, strong interpersonal and communication
skills and soundness of judgment. Independent Directors are also
expected to abide by the 'Code for Independent Directors' as outlined
in Schedule IV to the Act.
REMUNERATION POLICY
The Company has adopted a Policy for remuneration of Directors, Key
Managerial Personnel and other employees, which is aligned to its
overall Human resource philosophy. The key factors considered in
formulating the Policy are as under:
(a) the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(c) remuneration to Directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the Company and its goals.
The key principles governing the Company's Remuneration Policy are as
follows:
Remuneration for independent Directors and non-independent
non-executive Directors:
* Independent Directors ('ID') and non-independent non-executive
Directors ('NED') may be paid sitting fees for attending the Meetings
of the Board and of Committees of which they may be members, and
commission within regulatory limits, as recommended by the Nomination
and Remuneration Committee ('NRC') and approved by the Board.
* Overall remuneration should be reasonable and sufficient to attract,
retain and motivate Directors aligned to the requirements of the
Company, taking into consideration the challenges faced by the Company
and its future growth imperatives. Remuneration paid should be
reflective of the size of the Company, complexity of the sector/
industry/ Company's operations and the Company's capacity to pay the
remuneration and be consistent with recognized best practices.
* The aggregate commission payable to all the NEDs and IDs will be
recommended by the NRC to the Board based on Company performance,
profits, return to investors, shareholder value creation and any other
significant qualitative parameters as may be decided by the Board. The
NRC will recommend to the Board the quantum of commission for each
Director based upon the outcome of the evaluation process which is
driven by various factors including attendance and time spent in the
Board and Committee Meetings, individual contributions at the meetings
and contributions made by Directors other than in meetings.
* The remuneration payable to Directors shall be inclusive of any
remuneration payable for services rendered in any other capacity,
unless the services rendered are of a professional nature and the NRC
is of the opinion that the Director possesses requisite qualification
for the practice of the profession.
Policy on Remuneration for Managing Director ('MD') / Executive
Directors ('ED') / Key Managerial Personnel ('KMP')/ rest of the
Employees:
* The extent of overall remuneration should be sufficient to attract
and retain talented and qualified individuals suitable for every role.
Hence remuneration should be market competitive, driven by the role
played by the individual, reflective of the size of the Company,
complexity of the sector/ industry/ Company's operations and the
Company's capacity to pay, consistent with recognized best practices
and aligned to any regulatory requirements. Basic/ fixed salary is
provided to all employees to ensure that there is a steady income in
line with their skills and experience.
* In addition, the Company provides employees with certain perquisites,
allowances and benefits to enable a certain level of lifestyle and to
offer scope for savings. The Company also provides all employees with a
social security net subject to limits, by covering medical expenses and
hospitalization through re-imbursements or insurance cover and
accidental death and dismemberment through personal accident insurance.
The Company provides retirement benefits as applicable.
* In addition to the basic/ fixed salary, benefits, perquisites and
allowances as provided above, the Company provides MD/ EDs such
remuneration by way of commission, calculated with reference to the net
profits of the Company in a particular financial year, as may be
determined by the Board, subject to the overall ceilings stipulated in
Section 197 of the Companies Act, 2013. The specific amount payable to
the MD/ EDs would be based on performance as evaluated by the NRC and
approved by the Board.
* The Company provides the rest of the employees a performance linked
bonus. The performance linked bonus would be driven by the outcome of
the performance appraisal process and the performance of the Company.
Presently, Mrs. Sarayu Somaiya (Director) & Mr. Hemang Joshi (KMP), of
the Company draws remuneration from the subsidiary, whereas no
remuneration from the holding company is paid.
DIRECTORS' RESPONSIBILITY STATEMENT
The directors report that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
ii) The Directors have 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 and
loss account of the company for that period.
iii) 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.
iv) The Directors have prepared the annual accounts on a going concern
basis.
v) 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
vi) 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.
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the
Act. In the opinion of the Board, they fulfill the conditions of
independence as specified in the Act and the Rules made there under and
are independent of the management.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your company has one subsidiary namely 'Netesoft India Limited'.
Currently Netesoft India Limited is carrying its activities in offering
services for creative graphic designs & also in trading and investment
in financial market instruments.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 ("the Act") and Accounting
Standard (AS) - 21 on Consolidated Financial Statements read with AS -
23 on Accounting for Investments in Associates and AS - 27 on Financial
Reporting of Interests in Joint Ventures, your company's Consolidated
Financial Statements duly audited by the Statutory Auditors, are
presented in this Annual Report along with Form AOC-1.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
The Company has zero tolerance for sexual harassment and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
the Workplace, in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules there under. The Company has not received any complaint
of sexual harassment during the financial year 2014-15.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism. It is affirmed that no personnel of the Company has been
denied access to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or
Courts or Tribunals which would impact the going concern status of the
Company and its future operations.
AUDITORS
(1) Statutory Auditors:
M/s. D N Kanabar & Co., Chartered Accountants, Mumbai, are the
statutory auditors of the Company and hold office till the conclusion
of the forthcoming Annual General Meeting (AGM). They have furnished a
certificate, confirming that if re-appointed, the re-appointment will
be in accordance with Section 139 read with Section 141 of the Act.
Pursuant to the provisions of the Act and the Rules made there under,
it is proposed to appoint them as the statutory auditors of the Company
from the conclusion of the forthcoming AGM till the conclusion of the
34th AGM, subject to ratification of their appointment at the AGM to be
held in 2016. Members are requested to consider the re-appointment of
M/s. D N Kanabar & Co., Chartered Accountants, Mumbai and authorize the
Board of Directors to fix their remuneration.
(2) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed M/s. Hardik Savla & Co,
a Company Secretary in Practice to undertake the Secretarial Audit of
the Company for the year ended 31st March, 2015. The Secretarial Audit
Report is annexed to this report.
The Auditors' Report and the Secretarial Audit Report for the financial
year ended 31st March, 2015 do not contain any qualification,
reservation, adverse remark or disclaimer.
LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed only with BSE Limited. We
confirm that, your Company has paid the listing fees for the financial
year 2015-2016. Further to inform you that equity shares of your
Company were suspended from trading w.e.f. March 4, 2015.
Your Company has filed detailed representations with BSE Limited urging
for revocation of suspension from trading of equity shares. Members of
the Board of Directors of your Company have represented before the
Disciplinary Committee of BSE Limited on April 21, 2015 and have made
detailed submissions and have made out a prima facie case for
revocation of suspension from trading of equity shares of the Company.
At the venue of AGM, a file containing all submissions made by the
Company with the BSE shall be kept open for inspection by the members
of the Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Clause 49 of the Listing Agreement does not apply to the
Company in Accordance with SEBI circular CIR/CFD/POLICYCELL/7/2014
dated 15-09-2014. Therefore no separate section on Management's
Discussion and Analysis, Corporate governance is annexed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186
During the year, the Company has not given any loan or guarantee, or
provided security, or has made any investment which would be required
to be reported under section 186 of the companies Act 2013. The
closing balances of investments which would be covered under Section
186 of the Companies Act, 2013, are disclosed in the Schedule of
Non-Current Investments in the Financial Statements. The Company has
not granted any Loans and Guarantees.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013
The contracts or arrangements entered into by the Company with Related
Parties have been done at arm's length and are in the ordinary course
of business and are immaterial in nature. Hence, no particulars are
being provided in Form AOC-2 as mandated pursuant to the provisions of
Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the
Companies (Accounts) Rules, 2014.
THE EXTRACT OF ANNUAL RETURN
Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of
the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts)
Rules 2014 and Rule 12 of Companies (Management & Administration)
Rules, 2014 is annexed hereto and forms part of this report.
MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES
Your company has not paid any managerial remuneration during the period
under review, therefore no Disclosures in the Board Report as required
under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is
provided and further your Company also has not employed any person at a
remuneration in excess of the limit set out in the said Rules.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :
At the Annual General Meeting of the Company held on September 27,
2014, the Members had approved the appointment of Mr. Ajay Shanghavi as
Independent Director for a term of five years as per the provisions of
Companies Act 2013, whereas Mrs. Sarayu Somaiya was reappointed as a
director liable to retire by rotation. Other than the above it is be
noted that no Director or Key Managerial Person has been appointed or
has retired or resigned during the year.
Mr. Nishant Upadhyay was appointed as Additional Director (Independent)
on April 1, 2015. Further Board has also designated Mr. Hemang Joshi as
CFO, Mr. Basanta Behera as CEO and appointed Mr. Nilesh Amrutkar as
Company Secretary of the company as per the requirements of section 203
of the companies Act 2013 on April 1, 2015.
In accordance with the provisions of Section 152 of the Act and in
terms of Articles of Association of the Company, Mr. Rasik Somaiya
retires and is eligible for re-appointment.
BOARD AND COMMITTEE MEETINGS
Five Board Meetings were convened and held during the year i.e. on May
30, 2015, August 14, 2015, August 22, 2015, November 14, 2015 and
February 13, 2015. The Board has constituted an Audit Committee as well
as Nomination & Remuneration Committee with Mr. Ajay Shanghavi as
Chairman and Mr. Rasik Somaiya, Mr. Nishant Upadhyay as Members. There
have not been any instances when recommendations of the Audit Committee
were not accepted by the Board.
The intervening gap between the Meetings was within the period
prescribed under the Act.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS
OF CHAPTER V OF THE COMPANIES ACT, 2013:
Your Company has not accepted any fixed deposits covered under chapter
V of the Companies Act, 2013 and, as such, no amount of principal or
interest was outstanding on the date of Balance Sheet.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company's internal audit systems are geared towards ensuring
adequate internal controls commensurate with the size and needs of the
business, with the objective of efficient conduct of operations through
adherence to the Company's policies, identifying areas of improvement,
evaluating the reliability of Financial Statements, ensuring
compliances with applicable laws and regulations and safeguarding of
assets from unauthorized use.
The Audit Committee along with Management overseas results of the
internal audit and reviews implementation on a regular basis.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the whole
hearted and sincere co- operation the Company has received from its
bankers and various Government agencies. Your Directors also wish to
thank all the employees for their co-operation.
For and on behalf of the Board of Directors
FOR UNITED INTERACTIVE LIMITED
Date: May 30, 2015
Place: Mumbai
Sarayu Somaiya Rasik Somaiya
Director Director
Mar 31, 2014
The Members
United Interactive Limited
The Board of Directors have pleasure in presenting the 31st ANNUAL
REPORT AND AUDITED ACCOUNTS of your Company for the year ended on 31st
March 2014.
FINANCIAL HIGHLIGHTS: Standalone Basis (Rs. in Lakhs)
Particulars 2013-14 2012-13
Total Income 9.77 11.72
Total Expenditure 8.45 9.12
Profit Before Tax 1.32 2.60
Tax Nil Nil
Profit After Tax 1.32 2.60
REVIEW OF OPERATIONS
During the current year, your Company has booked total income of Rs 9.77
Lakhs and PAT of Rs 1.32 Lakhs on standalone basis. The source of income
of Rs.9.77 Lakhs is on account of dividend paid by its subsidiary
company  Netesoft India Limited.
Your Company has its strategic subsidiary as Netesoft India Limited.
The performance of Netesoft for the financial year 2013-2014 is as
follows:
The total income of the Netesoft for the year ended March 31, 2014
stood at Rs 464.56 Lakhs against Rs 417.17 lakhs for the last year. The
Netesoft has made a profit after tax of Rs 192.77 Lakhs during year
ended March 31, 2014 as compared to a profit after tax of Rs 96.20 Lakhs
during the previous year.
SUBSIDIARY COMPANY
About Netesoft India Limited:
Netesoft India Limited is a creative graphic design studio offering
passionate and creative visual presentation metaphors using a blend of
strategy, design and technology perspectives for the design of logos,
corporate stationery, corporate brochures, marketing and promotional
literature and a wide range of custom print and web graphics.
Netesoft serves a broad and diversified global client base in a variety
of segments, including capital and financial services, professional
services, advertising, entertainment, media, health and medicine,
government, internet, sports, travel, aerospace, corporates,
manufacturers, software, technology, institutes, real estate,
communities, etc.
Netesoft is experiencing business challenges due to subdued business
environment in US and other challenges being faced in ITES market.
As at March 31, 2014, Netesoft India Limited has a total paid up
capital of Rs1,53,21,000/- divided into 15,32,100 fully paid up equity
shares of Rs 10/- each.
Netesoft operates from its office situated at 401, Bldg-2, Sector-1,
Millennium Business Park, Mahape, Navi Mumbai  400 710.
DIVIDEND
In view of the inadequate profits, your Directors do not recommend
payment of Dividend for the current financial year.
DIRECTORS
Smt Sarayu Somaiya, Director of the company retires by rotation at the
ensuing Annual General Meeting and, being eligible, offers herself for
re-appointment.
Shri. Ajay Shanghavi is an Independent Director on the Board of
Directors of the Company and as per the provisions of Companies Act,
2013, it is proposed to appoint him as Independent Director for a
period of five years.
LISTING
The Equity Shares of your Company are listed only with BSE Limited. We
confirm that, your Company has paid the listing fees for the financial
year 2014-2015.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the operating
management, confirm that: -
I. in the preparation of the annual accounts for the Financial Year
ended 31st March 2014, the applicable accounting standards had been
followed along with the proper explanation relating to material
departures, if any;
II. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 &
Loss of the Company for the year ended under review;
III. the Directors have 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 & detecting fraud and other irregularities; and
IV. The Directors have prepared the Annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Clause 49 of the Listing Agreement does not apply to the Company in
terms of provisions of circular no. SEBI/CFD/DIL/2004/12/10 dated
October 29, 2004.
AUDITORS
The Company''s Auditors, M/s. D N Kanabar & Co., Chartered Accountants,
Mumbai retire as Statutory Auditors of your Company at the conclusion
of the ensuing Annual General Meeting and are eligible for
re-appointment. They have intimated their willingness to accept
reappointment and have further furnished necessary Certificate in terms
of the Companies Act, 2013. Board of Directors recommend their
appointment as Statutory Auditor of the Company.
NOTE ON ACCOUNTS OF SUBSIDIARY COMPANY
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors'' Report, Balance Sheet and Profit and Loss account
of our subsidiaries. Ministry of Corporate Affairs vide its General
Circular no. 02/2011 dated February 8, 2011, exempted Companies from
attaching the Financial Statements of Subsidiary Companies. However, as
per said circular the Companies are required to provide only the
consolidated financial statement in the annual report, accordingly, the
Annual Report contains the consolidated financial statements. Further
the Ministry of Corporate Affairs vide General Circular 08/2014 dated
April 4, 2014 has clarified that the financial statements, auditors
report and Boards report in respect of financial year that commenced
earlier than April 1, 2014 shall be governed by the relevant
provisions/ Schedules/Rules of the Companies Act, 1956. The Audited
Annual Accounts and related information of subsidiaries, wherever
applicable, will be made available to shareholders upon request and
will also be available for inspection during normal business hours at
the registered office of the company. A Statement of Subsidiaries under
Sec 212 of the Companies Act 1956 is attached to the report
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements based on the Financial
Statements received from subsidiary companies, as approved by their
respective board of directors, have been prepared in accordance with
the Accounting Standard (AS-21) on Consolidated Financial Statement
notified under Section 133 of the Companies Act, 2013 read with the
rules made thereunder as applicable. The Audited Consolidated Financial
Statements forms part of this Annual Report.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance Certificate obtained from a Company Secretary in whole
time practise in accordance with the provisions of section 383A of the
Companies Act, 1956 and the rules made there under is annexed to this
Directors Report.
MCA Â GREEN INITIATIVE
The Ministry of Corporate Affairs has taken a green initiative through
its ciruclar no: 17/2011 and 18/2011 allowing paperless compliances by
companies through electronic mode. Companies are now permitted to send
various notices/documents to its shareholders through electronic mode
to the registered email addresses of shareholders. Thus we sent annual
report for the year 2012-2013 electronically to our shareholders whose
email address was registered with the Company. We intend to send the
current Annual Report of 2013-2014 to our shareholders through
electronic mode.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Information in accordance with the provisions of 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 regarding
conservation of energy, technology absorption is given in the Annexure
forming part of this Report. As regards the information in respect of
foreign exchange earnings and outgo, the same has been given in the
Notes forming part of the accounts for the period ended 31st March
2014.
PARTICULARS OF THE EMPLOYEES
During the year, no employee of the Company was in receipt of
remuneration exceeding the sum prescribed under Section 217 (2A) of the
Companies Act, 1956. Hence, furnishing of particulars under the
Companies (Particulars of employees) Rules, 1975 does not arise.
ACKNOWLEDGEMENTS
The Board of Directors wishes to thank the Central Government, State
Government, BSE Limited (BSE) for their cooperation in various spheres
of your Company''s functions. The Board of Directors express its
gratitude for the cooperation extended by the Bankers for their
support.
Your Directors thanks all its shareholders, clients and investors for
their support during the year and looks forward to their continued
support in the years to come.
By Order of the Board of Directors
For United Interactive Limited
Place: Mumbai
Date: May 30, 2014 Sarayu Somaiya Rasik Somaiya
Director Director
Mar 31, 2013
To, The Members
The Board of Directors have pleasure in presenting the 30th ANNUAL
REPORT AND AUDITED ACCOUNTS of your Company for the year ended on 31st
March 2013.
FINANCIAL HIGHLIGHTS: Standalone Basis (Rs.. in Lakhs)
Particulars 2012-13 2011-12
Total Income 11.72 11.72
Total Expenditure 9.12 8.59
Profit Before Tax 2.60 3.13
Tax Nil 0.14
Profit After Tax 2.60 2.99
REVIEW OF OPERATIONS
During the current year, your Company has booked total income of Rs.
11.72 Lakhs and PAT of Rs. 2.60 Lakhs. The source of income of Rs.. 11.72
Lakhs is on account of dividend paid by its subsidiary company Â
Netesoft India Limited.
Your Company has its strategic subsidiary as Netesoft India Limited.
The performance of Netesoft for the financial year 2012-2013 is as
follows:
The total income of the Netesoft for the year ended March 31, 2013
stood at Rs. 417.17 Lakhs against Rs. 544.33 lakhs for the last year. The
Netesoft has made a profit after tax of Rs. 96.20 Lakhs during year ended
March 31, 2013 as compared to a profit after tax of Rs. 41.71 Lakhs
during the previous year.
SUBSIDIARY COMPANY
About Netesoft India Limited:
Netesoft India Limited is a creative graphic design studio offering
passionate and creative visual presentation metaphors using a blend of
strategy, design and technology perspectives for the design of logos,
corporate stationery, corporate brochures, marketing and promotional
literature and a wide range of custom print and web graphics.
Netesoft serves a broad and diversified global client base in a variety
of segments, including capital and financial services, professional
services, advertising, entertainment, media, health and medicine,
government, internet, sports, travel, aerospace, corporates,
manufacturers, software, technology, institutes, real estate,
communities, etc.
As at March 31, 2013, Netesoft India Limited has a total paid up
capital of Rs. 1,53,21,000/- divided into 15,32,100 fully paid up equity
shares of Rs. 10/- each.
Netesoft operates from its office situated at 401, Bldg-2, Sector-1,
Millennium Business Park, Mahape, Navi Mumbai  400 710.
DIVIDEND
In view of the inadequate profits, your Directors do not recommend
payment of Dividend for the current financial year.
DIRECTORS
Shri. Rasiklal Somaiya, Director of the company retires by rotation at
the ensuing Annual General Meeting and, being eligible, offers himself
for re-appointment.
LISTING
The Equity Shares of your Company are listed only with BSE Limited. We
confirm that, your Company has paid the listing fees for the financial
year 2013-2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the operating
management, confirm that: -
I. in the preparation of the annual accounts for the Financial Year
ended 31st March 2013, the applicable accounting standards had been
followed along with the proper explanation relating to material
departures, if any;
II. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 &
Loss of the Company for the year ended under review;
III. the Directors have 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 & detecting fraud and other irregularities; and
IV. The Directors have prepared the Annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Clause 49 of the Listing Agreement does not apply to the Company in
terms of provisions of circular no. SEBI/CFD/DIL/2004/12/10 dated
October 29, 2004.
AUDITORS
The Company''s Auditors, M/s. D N Kanabar & Co., Chartered Accountants,
Mumbai retire as Statutory Auditors of your Company at the conclusion
of the ensuing Annual General Meeting and are eligible for
re-appointment. They have intimated their willingness to accept
reappointment and have further furnished necessary Certificate in terms
of Section 224 (1B) of the Companies Act, 1956. Board of Directors
recommend their appointment as Statutory Auditor of the Company.
NOTE ON ACCOUNTS OF SUBSIDIARY COMPANY
The Ministry of Corporate Affairs, vide its circular no: 2/2011 dated
February 8, 2011, has granted general exemption under section 212(8) of
the Companies Act, 1956 for not attaching the annual report of the
subsidiary companies subject to certain conditions being fulfilled by
the Company. Your Company has complied with the said conditions and
therefore, financial statements pertaining to subsidiary Netesoft India
Limited have not been attached with the Balance Sheet of the Company.
The Annual Report of Netesoft India Limited is available for inspection
at the registered office of your Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements based on the Financial
Statements received from subsidiary companies, as approved by their
respective board of directors, have been prepared in accordance with
the Accounting Standard (AS-21) on Consolidated Financial Statement
notified under Section 211(3C) of the Companies Act, 1956 read with the
Companies (Accounting Standards) Rules, 2006, as applicable. The
Audited Consolidated Financial Statements forms part of this Annual
Report.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance Certificate obtained from a Company Secretary in whole
time practise in accordance with the provisions of section 383A of the
Companies Act, 1956 and the rules made there under is annexed to this
Directors Report.
MCA Â GREEN INITIATIVE
The Ministry of Corporate Affairs has taken a green initiative through
its ciruclar no: 17/2011 and 18/2011 allowing paperless compliances by
companies through electronic mode. Companies are now permitted to send
various notices/documents to its shareholders through electronic mode
to the registered email addresses of shareholders. Thus we sent annual
report for the year 2011-2012 electronically to our shareholders whose
email address was registered with the Company. We intend to send the
current Annual Report of 2012-2013 to our shareholders through
electronic mode.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Information in accordance with the provisions of 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 regarding
conservation of energy, technology absorption is given in the Annexure
forming part of this Report. As regards the information in respect of
foreign exchange earnings and outgo, the same has been given in the
Notes forming part of the accounts for the period ended 31st March
2013.
PARTICULARS OF THE EMPLOYEES
During the year, no employee of the Company was in receipt of
remuneration exceeding the sum prescribed under Section 217 (2A) of the
Companies Act, 1956. Hence, furnishing of particulars under the
Companies (Particulars of employees) Rules, 1975 does not arise.
ACKNOWLEDGEMENTS
The Board of Directors wishes to thank the Central Government, State
Government, BSE Limited (BSE) for their cooperation in various spheres
of your Company''s functions. The Board of Directors express its
gratitude for the cooperation extended by the Bankers for their
support.
Your Directors thanks all its shareholders, clients and investors for
their support during the year and looks forward to their continued
support in the years to come.
By Order of the Board of Directors
For United Interactive Limited
Place: Mumbai
Date: May 30, 2013 Sarayu Somaiya Rasik Somaiya
Director Director
Mar 31, 2012
The Board of Directors have pleasure in presenting the 29th ANNUAL
REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st
March 2012.
FINANCIAL HIGHLIGHTS: Standalone Basis (Rs. in Lacs)
2011-12 2010-11
Particulars
Total Income 11.72 11.88
Total Expenditure 8.59 6.48
Profit Before Tax 3.13 5.40
Profit After Tax 2.98 5.40
REVIEW OF OPERATIONS
During the current year, your Company has booked total income of Rs.
11.72 Lacs and PAT of Rs. 2.98 Lacs.
DIVIDEND
In view of the lesser profits, your Directors do not recommend payment
of Dividend for the current financial year.
SUBSIDIARY COMPANY
About Netesoft India Limited:
Netesoft India Limited ("Netesoft") is a creative graphic design
studio offering passionate and creative visual presentation metaphors
using a blend of strategy, design and technology perspectives for the
design of logos, corporate stationery, corporate brochures, marketing
and promotional literature and a wide range of custom print and web
graphics.
Netesoft serves a broad and diversified global clients base in a
variety of segments, including capital and financial services,
professional services, advertising, entertainment, media, health and
medicine, government, internet, sports, travel, aerospace, corporates,
manufacturers, software, technology, institutes, real estate, etc.
As at March 31, 2012, Netesoft India Limited has a total paid up
capital of Rs. 1,53,21,000/- divided into 15,32,100 fully paid up equity
shares of Rs. 10/- each.
Netesoft operates from its office situated at 401 Bldg-2, Sector-1,
Millennium Business Park, Mahape, Navi Mumbai - 400 710.
Annual Report of Netesoft India Limited is annexed to this Annual
Report.
DIRECTORS
Smt. Sarayu Somaiya and Shri Ajay P Shanghavi, Directors of the company
retires by rotation at the ensuing Annual General Meeting and, being
eligible, offers themselves for re-appointment.
LISTING
The Equity Shares of the Company are listed only with Bombay Stock
Exchange Limited. We confirm that, your Company has paid the listing
fees for the financial year 2012-2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the operating
management, confirm that: -
I. in the preparation of the annual accounts for the Financial Year
ended 31st March 2012, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any;
II. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 &
Loss of the Company for the year ended under review;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing & detecting fraud and other
irregularities; and
IV. The Directors have prepared the Annual Accounts on a going concern
basis.
CORPORATE GOVERNANCE
Clause 49 of the Listing Agreement does not apply to the Company in
terms of provisions of circular no. SEBI/CFD/DIL/2004/12/10 dated
October 29, 2004.
AUDITORS
The Company's Auditors, M/s. D N Kanabar & Co., Chartered Accountants,
Mumbai retire as Statutory Auditors of your Company at the conclusion
of the ensuing Annual General Meeting and are eligible for
re-appointment. They have intimated their willingness to accept
reappointment and have further furnished necessary Certificate in terms
of Section 224 (1B) of the Companies Act, 1956. Board of Directors
recommend their appointment as Statutory Auditor of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements based on the Financial
Statements received from subsidiary companies, as approved by their
respective board of directors, have been prepared in accordance with
the Accounting Standard (AS-21) on Consolidated Financial Statement
notified under Section 211(3C) of the Companies Act, 1956 read with the
Companies (Accounting Standards) Rules, 2006, as applicable.
SEGMENTAL REPORTING
Your Company operates in single segment, and therefore Segmental Report
as required under Accounting Standard - 17 is not applicable.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance Certificate obtained from a Practising Company Secretary
in whole time practise in accordance with the provisions of section
383A of the Companies Act, 1956 and the rules made there under is
annexed to this Directors Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Information in accordance with the provisions of 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 regarding
conservation of energy, technology absorption is given in the Annexure
forming part of this Report. As regards the information in respect of
foreign exchange earnings and outgo, the same has been given in the
Notes forming part of the accounts for the period ended 31st March
2012.
PARTICULARS OF THE EMPLOYEES:
During the year, no employee of the Company was in receipt of
remuneration exceeding the sum prescribed under Section 217(2A) of the
Companies Act, 1956. Hence, furnishing of particulars under the
Companies (Particulars of employees) Rules, 1975 does not arise.
ACKNOWLEDGEMENTS:
The Board of Directors wishes to thank the Central Government, State
Government, Bombay Stock Exchange Limited (BSE) for their cooperation
in various spheres of your Company's functions. The Board of Directors
express its gratitude for the cooperation extended by the Bankers i.e.
HDFC Bank for their support.
Your Directors thanks all its shareholders, clients and investors for
their support during the year and looks forward to their continued
support in the years to come.
By Order of the Board of Directors
Place: Mumbai
Date: August 29, 2012 Sarayu Somaiya Rasik Somaiya
Director Director
Mar 31, 2011
To,
The Members,
The Board of Directors have pleasure in presenting the 28th ANNUAL
REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st
March 2011.
FINANCIAL HIGHLIGHTS: Standalone Basis (Rs. in Lacs)
2010-11 2009-10
Total Income 11.89 81.88
Total Expenditure 6.48 117.34
Profit Before Tax 5.41 (35.46)
Exceptional Item (Loss Nil (43.73)
on Sale of Asset)
Profit Before Tax 5.41 (79.19)
after Exception Item
REVIEW OF OPERATIONS
During the current year, your Company has not undertaken any major
operations, but consolidated its position through acquisition of 51%
controlling stake in Netesoft India Limited (Details about the Netesoft
is given below). For the financial year ended 2011, your Company has
booked Total Income of Rs. 11.89 Lacs and PAT of Rs. 5.41 Lacs.
DIVIDEND
In view of the lesser profits, your Directors do not recommend payment
of Dividend for the current financial year.
SUBSIDIARY COMPANY
About Netesoft India Limited:
Netesoft India Limited is a creative graphic design studio offering
passionate and creative visual presentation metaphors using a blend of
strategy, design and technology perspectives for the design of logos,
corporate stationery, corporate brochures, marketing and promotional
literature and a wide range of custom print and web graphics.
Netesoft serves a broad and diversified global client base in a variety
of segments, including capital and financial services, professional
services, advertising, entertainment, media, health and medicine,
government, internet, sports, travel, aerospace, corporates,
manufacturers, software, technology, institutes, real estate,
communities, etc.
As at March 31, 2011, Netesoft India Limited has a total paid up
capital of Rs. 15,321,000/- divided into 15,32,100 fully paid up equity
shares of Rs.10/- each.
Netesoft operates from its office situated at 401/402/405/406 Bldg-2,
Sector-1, 309/310/315/316 Bldg.-1, Sector à 2, Millennium Business
Park, Mahape, Navi Mumbai à 400 710. Netesoft has more than hundred
dedicated and experienced employees.
Annual Report of Netesoft India Limited is annexed to this Annual
Report.
DIRECTORS
Shri. Rasiklal Somaiya, Director of the company retires by rotation at
the ensuing Annual General Meeting and, being eligible, offers himself
for re-appointment.
LISTING
The Equity Shares of the Company are listed only with Bombay Stock
Exchange Limited (ÃBSE'). We confirm that, your Company has paid the
listing fees for the financial year 2011-2012.
TICKER CODE ON THE BSE
Your Company name has been changed to United Interactive Limited, but
as per the BSE Website, the name still appears as NEEMTEK ORGANIC
PRODUCTS LIMITED and ticker code is NEEMTEK. Till last financial year,
your Company was not able to comply with the criteria set by the BSE
for change of name as per their records.
However, as at financial year ended March 31, 2011, your Company has
complied with the said criteria and will apply for change of name with
BSE post ensuing Annual General Meeting.
ENTITIES FORMING PART OF GROUP AS PER THE MRTP ACT, 1969
As per the definition of Group, as provided in the MRTP Act, 1969,
following entities constitute Group for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
1. Netesoft India Limited
2. Ganesh Keshav Securities Pvt. Ltd.
3. Span Capital Services Pvt. Ltd.
4. India Technology Investments Pvt. Ltd.
5. Soft Circuit.Com (India) Pvt. Ltd.
6. India Internet Investments Pvt. Ltd.
7. India Market Watch Pvt. Ltd.
8. Toral Farms Pvt. Ltd.
9. Smt. Sarayu Somaiya
10. Shri Rasiklal Somaiya
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the operating
management, confirm that: -
I. in the preparation of the annual accounts for the Financial Year
ended 31st March 2011, the applicable accounting standards had been
followed along with the proper explanation relating to material
departures, if any;
11. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 &
Loss of the Company for the year ended under review;
III. the Directors have 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 & detecting fraud and other irregularities; and
IV. The Directors have prepared the Annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Clause 49 of the Listing Agreement does not apply to the Company in
terms of provisions of circular no. SEBI/CFD/DIL/2004/12/10 dated
October 29, 2004.
AUDITORS
The Company's Auditors, M/s. D N Kanabar & Co., Chartered Accountants,
Mumbai retire as Statutory Auditors of your Company at the conclusion
of the ensuing Annual General Meeting and are eligible for
re-appointment. They have intimated their willingness to accept
reappointment and have further furnished necessary Certificate in terms
of Section 224 (1B) of the Companies Act, 1956. Board of Directors
recommend their appointment as Statutory Auditors of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements based on the Financial
Statements received from subsidiary company, as approved by their Board
of Directors, have been prepared in accordance with the Accounting
Standard (AS-21) on Consolidated Financial Statement notified under
Section 211(3C) of the Companies Act, 1956 read with the Companies
(Accounting Standards) Rules, 2006, as applicable.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance Certificate obtained from a Practising Company Secretary
in whole time practise in accordance with the provisions of section
383A of the Companies Act, 1956 and the rules made there under is
annexed to this Directors Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Information in accordance with the provisions of 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 regarding
conservation of energy, technology absorption is given in the Annexure
forming part of this Report. As regards the information in respect of
foreign exchange earnings and outgo, the same has been given in the
Notes forming part of the accounts for the period ended 31st March
2011.
PARTICULARS OF THE EMPLOYEES:
During the year, no employee of the Company was in receipt of
remuneration exceeding the sum prescribed under Section 217 (2A) of the
Companies Act, 1956. Hence, furnishing of particulars under the
Companies (Particulars of employees) Rules, 1975 does not arise.
ACKNOWLEDGEMENTS:
The Board of Directors wishes to thank the Central Government, State
Government, Bombay Stock Exchange Limited for their cooperation in
various spheres of your Company's functions. The Board of Directors
express its gratitude for the cooperation extended by the Bankers i.e.
HDFC Bank for their support.
Your Directors thanks all its shareholders, clients and investors for
their support during the year and looks forward to their continued
support in the years to come.
By Order of the Board of Directors
For United Interactive Limited
Sd/- Sd/-
Sarayu Somaiya Rasik Somaiya
Director Director
Place : Mumbai
Date : August 29, 2011
Mar 31, 2010
The Board of Directors have pleasure in presenting the 27th ANNUAL
REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st
March 2010
FINANCIAL HIGHLIGHTS: (Rs. in Lacs)
2009-10 2008-09
Total Sales 81.88 167.76
Total Expenditure 117.34 151.53
Profit Before Tax (35.46) 16.23
Exceptional Item
(Loss on Sale of Asset) (43.73) Nil
Profit Before Tax after
Exception Item (79.19) 16.23
DIVIDEND
In view of the losses incurred during the period, your Directors do not
recommend payment of Dividend.
REVIEW OF OPERATIONS
During the period under review, your Company has transferred the Neem
Business, because of which, Company has suffered one time loss of
Rs.43.73 Lacs. Company is pursuing IT & ITES opportunities, as the
management foresees more opportunities in the said field.
For the information of the shareholders of the Company, your Company
has acquired 51% controlling stake (7,81,400 shares) in Netesoft India
Limited.
About Netesoft India Limited:
Netesoft India Limited is a creative graphic design studio offering
passionate and creative visual presentation metaphors using a blend of
strategy, design and technology perspectives for the design of logos,
corporate stationery, corporate brochures, marketing and promotional
literature and a wide range of custom print and web graphics.
Netesoft serves a broad and diversified global client base in a variety
of segments, including capital and financial services, professional
services, advertising, entertainment, media, health and medicine,
government, internet, sports, travel, aerospace, corporates,
manufacturers, software, technology, institutes, real estate,
communities, etc.
Netesoft India Limited has a total paid up capital of Rs. 15,321,000/-
divided into 15,32,100 fully paid up equity shares of Rs.10/- each.
Netesoft operates from its office situated at 401/402/405/406 Bldg-2,
Sector-1, 309/310/315/316 Bldg.-1, Sector - 2, Millennium Business
Park, Mahape, Navi Mumbai - 400 710. Netesoft has more than hundred
dedicated and experienced employees.
CHANGE OF NAME
During the year company changed its name from Neemtek Organic Products
Limited to United Interactive Limited. Company has received the new
Certificate of Incorporation consequent to change of Name dated October
20, 2009. Your Company is in process of filing application with Bombay
Stock Exchange Limited for change of Ticker Name. As on the date of
this Report, the Ticker Name appears as "NEEMTEK".
AMENDMENT TO MAIN OBJECTS CLAUSE
Pursuant to resolution passed by the members of the Company through
Postal Ballot results of which were declared on June 29, 2009, Company
has changed its Main Objects clause in order to provide for activities
relating to IT & ITES activities. The new Objects Clause has been
registered by the Office of Registrar of Companies, Mumbai vide
Certificate dated October 14, 2009.
DIRECTORS
The Board of Directors appointed Shri. Rasiklal Somaiya, Smt. Sarayu
Somaiya as Additional Directors at its board meeting held on January
18, 2010. They hold office until the ensuing Annual General Meeting.
Mr. Ajay Shanghavi, Director of the company retires by rotation at the
ensuing Annual General Meeting and, being eligible, offers himself for
re-appointment.
LISTING
The Equity Shares of the Company are listed only with Bombay Stock
Exchange Limited. We confirm that, your Company has paid the listing
fees for the financial year 2010-2011.
TRANSFER OF UNDERTAKING
Pursuant to resolution passed by the members of the Company through
Postal Ballot results of which were declared on June 29, 2009, the
Company had transferred the Neem undertaking to Neo Neem Extractions
Private Limited.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the operating
management, confirm that: -
I. in the preparation of the annual accounts for the Financial Year
ended 31st March 2010, the applicable accounting standards had been
followed along with the proper explanation relating to material
departures, if any;
II. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 &
Loss of the Company for the year ended under review;
III. the Directors have 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 & detecting fraud and other irregularities; and
IV. The Directors have prepared the Annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Clause 49 of the Listing Agreement does not apply to the Company in
terms of provisions of circular no. SEBI/CFD/DIL/2004/12/10 dated
October 29, 2004.
AUDITORS
During the year ended March 31, 2010, Company had conducted an Extra
Ordinary General Meeting of members its members on February 15, 2010
for appointment of M/s D N Kanabar & Co., Chartered Accountants, Mumbai
as Statutory Auditors of the Company.
The Companys Auditors, M/s. D N Kanabar & Co., Chartered Accountants,
Mumbai retire as Statutory Auditors of your Company at the conclusion
of the ensuing Annual General Meeting and are eligible for
re-appointment. They have indicated their willingness to accept
reappointment and have further furnished necessary Certificate in terms
of Section 224 (1B) of the Companies Act, 1956. Board of Directors
recommend their appointment as Statutory Auditor of the Company.
AUDITORS REPORT
The observations made by the Auditors in their Report referring to the
Notes forming part of the Accounts are self-explanatory and therefore,
do not require any further comments under Section 217(3) of the
Companies Act,1956.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance Certificate obtained from a Practising Company Secretary
in whole time practise in accordance with the provisions of section
383A of the Companies Act, 1956 and the rules made there under is
annexed to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Information in accordance with the provisions of 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 regarding
conservation of energy, technology absorption is given in the Annexure
forming part of this Report. As regards the information in respect of
foreign exchange earnings and outgo, the same has been given in the
Notes forming part of the accounts for the period ended 31st March
2010.
INDUSTRIAL / HUMAN RELATIONS:
During the year employee relations continued to be cordial and
harmonious at all levels and in all divisions of the Company. The
Company has consistently tried to improve its HR policies and processes
so as to acquire, retain & nurture the best of the available talent in
the Industry.
PARTICULARS OF THE EMPLOYEES:
During the year, no employee of the Company was in receipt of
remuneration exceeding the sum prescribed under Section 217 (2A) of the
Companies Act, 1956. Hence, furnishing of particulars under the
Companies (Particulars of employees) Rules, 1975 does not arise.
ACKNOWLEDGEMENTS:
The Board of Directors wishes to thank the Central Government, State
Government, Bombay Stock Exchange Limited (BSE) for their cooperation
in various spheres of your Companys functions. The Board of Directors
express its gratitude for the cooperation extended by the Bankers i.e.
HDFC Bank for their support.
Your Directors thanks all its shareholders, clients and investors for
their support during the year and looks forward to their continued
support in the years to come.
By Order of the Board of Directors
For United Interactive Limited
Place: Mumbai
Date: August 12, 2010 Sarayu Somaiya Rasik Somaiya
Director Director
Mar 31, 2009
The Directors take pleasured presenting the 26th Annual Report of the
Company together with the audited statements for the year ended March
2009, along with the Report of Auditors thereon.
(Rs. Lacs)
FINANCIAL RESULTS 2008-09 2007-08
Total Income 167.76 128.00
Total Expenditure 151.53 125.52
PROFIT BEFORE TAX (PBT) 16.23 2.48
The Directors take pleasure that Company has improved its performance
over the previous year and has achieved better profit.
DIVIDEND
Nevertheless, in view of accumulated losses, your Directors are not in
a position to recommend any dividend.
REVIEW OF OPERATIONS:
During the year under review, your Company was able to improve on the
yield parameters which generated good results. The products of your
Company have found universal acceptance for their quality and efficacy.
Now with the change in the line of business, efforts would continue
better our standards set for ourselves in the changed scenario.
MANAGEMENT ANALYSIS:
Your Company, has decided to exit the neem business and enter the
information technology business for which the necessary approvals have
been obtained from the members by postal ballot. The response of
members to the postal ballot was very good and the Directors place on
record their appreciation for participation of members. The coming
years would witness growth in the information technology business and
other businesses that the Company envisages to embark upon. The Company
also proposes to go for a change of name in line with the changed
business activity and seeks shareholder approval for the same.
DIRECTORS:
Mr Ajay P. Shanghavi, Director of your company retires by rotation and
being eligible, has offered himself for reappointment.
DEMATERIALISATION OF SHARES:
The Company has admitted its Equity shares in the Depository System of
Central Depository Services (India) Ltd (CSDL) & National Securities
Depository Services Ltd(NSDL). The ISI number allotted to the Company
is INE706D01018.
REGISTRAR & SHARE TRANSFER AGENTS:
M/s Mondkar Computers Pvt Ltd., continue to be the Registrar for
providing share transfer services as well as demat connectivity with
NSDL and CSDL
AUDITORS:
The auditors of your company viz CNGSN & Associates resigned due to
personal reasons and this having created a casual vacancy, your
Directors have appointed Shri N. Subramanian, Chartered Accountant,
No.45, Dr. Ranga Road, Chenna 600 004 as auditors to continues the
function.
PARTICULARS OF EMPLOYEES:
During the year under review, the Company has not employed any person
who was in receipt of remuneration exceeding the sum prescribed under
Section 217(2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975.
DEPOSITS:
The Company has not accepted any deposit from public. There were no
unclaimed or unpaid deposits as on March 31, 2009.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors Responsibilities Statement, it is
hereby confirmed that:
i. That in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgement 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 ended March
2009 and of the Profit and Loss of the Company for the year ending on
that date.
iii. The Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. That the Directors have prepared the Annual Accounts on going
concern basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGOING:
The information pursuant to Sec. 217 (1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 are annexed.
ACKNOWLEDGEMENT:
The Board of Directors thank the Companys Promoters, Auditors, stake
holders, Bankers and employees for their continuous support.
Mumbai For and on behalf of the Board of Directors
29.08.2009
Sd/-
Ajay P.Shanghavi
DIRECTOR