DIRECTORS REPORT To The Shareholders Your Directors have pleasure in presenting the 33rd Annual Report of your Company together with the audited statement of accounts for the year ended 31st March, 2015. 2. STATE OF COMPANY'S AFFAIRS: During the fiscal year ended 31st March, 2015, through our business, we generated Rs. 32.75 Lacks revenue from operations excluding other income. The Profit after Tax for the current year is Rs. 29.47 Lacks as against Rs. 5.13 Lacks in the previous year. Your Directors are constantly endeavoring to enhance the profitability of the Company. 3. DIVIDEND: Your Directors do not recommend any dividend during the year, in order to conserve resources. 4. TRANSFER TO RESERVES: The Company proposes to transfer Rs. 6.04 Lakhs to Reserve Fund out of current year's profits. 5. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below: 1. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. 2. These are in accordance with generally accepted accounting principles in India. Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. 3. The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Appointments: During the Financial Year 2014-15, Mr. Prasad Reddy Kasu and Mr. Kameswara Sharma Chavali were appointed as Non-Executive Independent Directors by the shareholders at the 32nd Annual General Meeting held on 30th September, 2014. At the 32nd Annual General Meeting held on 30th September, 2014, Mr. Harishchandra Prasad Kanuri retired and did not offer himself for re-appointment and thus, ceased to be a director of the Company. Retirements: Smt C. Shantha Prasad, Director of the Company, retires by rotation and being eligible, offer herself for reappointment.Your Directors recommend her appointment on the Board. Key Managerial Personnel: As the company's operations are very low and the whole-time director is directly looking after the affairs, other Key Managerial Personnel have not been appointed since it would be operationally and financially not viable. Annual Evaluation of Board's Performance: In terms of the provisions of the Companies Act, 2013, the Board of Directors have evaluated the effectiveness of the Board/Director(s) for the Financial Year 2014-15. 7. NUMBER OF BOARD MEETINGS HELD: The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. 8. DECLARATION OF INDEPENDENCE Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement. 9. PUBLIC DEPOSITS: During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. 10. AUDITORS: Statutory Auditors: The Statutory Auditors, M/s. C K S Associates, Chartered Accountants, (Peer Review Certificate No: 006803) Hyderabad, were appointed for a period of 5 years at the 32nd Annual General Meeting of the Company to hold office till the conclusion of the 38th Annual General Meeting subject to ratification by the members at every Annual General Meeting. They have confirmed their eligibility and willingness to accept the appointment, if ratified by the General Body. Secretarial Auditor: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ch. B. Ranga Babu, Practicing Company Secretary, CP3787 to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 11. AUDIT OBSERVATIONS: The Auditors have commented that the Company has not obtained Certificate of Registration from Reserve Bank of India in accordance with the provisions of Section 45 IA of the Reserve Bank of India Act, 1934 but is carrying on the business of dealing in investment in shares and other securities. It is, hereby, clarified that the Company is not carrying on NBFC activity and that it has invested the Company's own funds in shares. The Company has no borrowings of any kind or public Deposits, nor has it issued any NCDs. However, the Company will take steps to comply with the Reserve Bank of India regulations, as and when required. Notes to Accounts are self-explanatory and do not call for any further comments. 12. EXTRACT OF ANNUAL RETURN: Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 is set out as Annexure -B and forms part of this report. 13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Being an investment company, there are no particulars to be furnished in this report as required by section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year. 14. CORPORATE SOCIAL RESPONSIBILITY: As the Company has not reached the limits specified in section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has not constituted a CSR Committee and no activity is presently taken up. 15. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES: In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. Every listed Company is required to establish the Vigil Mechanism for their Directors and Employees to report their genuine concerns or grievances under the Companies Act, 2013 and rules notified therein by Government of India. Vigil Mechanism for the Directors and Employees of Unijolly Investments Company Limited interalia stipulate the following: • The Audit Committee shall oversee the Vigil Mechanism through the Committee and if any of the members of the Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Committee would deal with the matter on hand. • The Vigil Mechanism shall provide for adequate safeguards against victimization of Employees and Directors who avail of the Vigil Mechanism and also provide for direct access to the chairperson of the Audit Committee. • In case of repeated frivolous complaints being filed by a Director or an Employee, the Audit Committee may take suitable action against the concerned Director or Employee including reprimand. 16. Anti Sexual Harassment Policy: Your Company has laid down Anti Sexual Harassment Policy, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which is available on the website of the Company. No complaints have been received by the Company, during the year under review. 17. RELATED PARTY TRANSACTIONS: During the Financial Year 2014-15, your Company has not entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. 18. CORPORATE GOVERNANCE REPORT: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. Certificate from the Statutory Auditors of the Company M/s. C K S Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. A report on the Corporate Governance is enclosed as Annexure - C to this Report and forms a part of the Report. 19. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to The Bombay Stock Exchange Limited, where the Company's Shares are listed. 20. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL / EMPLOYEES: The Company has not paid remuneration to Directors and the company does not have employees receiving salary exceeding the limit as specified in under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report is enclosed as Annexure - D and is a part of this report. 22. RISK MANAGEMENT: The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report. 23. DEMATERIALIZATION OF SHARES: 99.22% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 0.78% is in physical form. The Company's Registrars are M/s Venture Capital and Corporate Investments Private Limited (VCCIPL), having their registered office at No. 12-10-167, Bharat Nagar, Moosapet, Hyderabad - 500018. 24. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134(3)(c ) and 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) They 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 of the company for the same period; c) 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; d) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. 25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 26. REMUNERATION POLICY: As the Directors/Key Managerial Personnel are not drawing any remuneration from the Company, the Committee is not formed. But, as and when required, committee shall be constituted in the name and style of "Nomination and Remuneration Committee" of the Board. 27. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS: There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. FOR & ON BEHALF OF THE BOARD Murali Kanuri Director 00897402 Shantha Prasad Challa Director 00962582 Place: Hyderabad Dated: 30th May, 2015 |