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