unijolly investments company ltd Directors report

To

The Shareholders

Your Directors have pleasure in presenting the 41st Annual Report of your Company together with the audited statement of accounts for the year ended 31^st March 2023.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS	2022-23	2021-22
	(f In Mill)	(f In Mill)
Profit before depreciation	1.374	5.634
Less: Depreciation	0.009	0.009
Profit before taxes	1.365	5.625
Less: Current tax	0.308	0.809
Less: Tax pertaining to earlier years	0.081	-
Add: MAT credit entitlement	-	-
Less: Provision for deferred taxation	-	-
Profit available for appropriation (A)	0.977	4.816
Other Comprehensive Income (B)	7.006	11.077
Total Comprehensive Income (A+B)	7.983	15.893
Transfer to Reserve fund (C)	-	-
Profit for the year (A-C)	0.977	4.816
Add: Surplus brought forward from last year	41.656	23.467
Add: Transfer from OCI	0.796	13.373
Surplus carried to balance sheet	43.429	41.656

2. STATE OF COMPANYS AFFAIRS:

During the year under review, the Company earned total revenue of f 2.822 Million as compared to last years total revenue of f 6.608 Million showing a decrease of 57% approximately. The Company earned a major share of income from dividends and dealing in investments. The Company has earned a profit after tax of ? 0.977 Million as against previous year profit of ? 4.816 Million. Your Directors are putting in their best efforts for exploring more business opportunities so as to increase the growth and profitability of the Company in the years to come.

3. DIVIDEND:

In order to retain funds for growth and expansion of the Company, your Directors do not recommend any dividend for the financial year 2022-23.

4. TRANSFER TO RESERVES:

During the year under review, the company has not transferred any amount to reserves.

5. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Internal Financial Control Systems of the Company have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

6. DETAILS OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES:

There are no subsidiary / associate / joint venture companies associated with the Company and as such there is no information to be provided in this regard.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sri Krishna Babu Cherukuri, Dr. Prasad Reddy Kasu, Sri Kameswara Sarma Chavali and Smt Rukmini Devi Satuluri are the directors of the Company as at the end of the financial year.

Smt. Rukmini Devi Satuluri (DIN: 09547719) Director of the Company, retires by rotation and being eligible, offers herself for reappointment.

During the period under review, there were no changes that took place in the Directors of the Company.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, the Independent Directors of the Company are not liable to retire by rotation.

Key Managerial Personnel:

Following are the Key Managerial Personnel of the Company as per Section 203 of Companies Act, 2013 as on the end of financial year.

S.No Name of the Person	Designation
1. Sri. Durga Vara Prasad Gutta Siva Leela	Chief Executive Officer
2. Sri. Cumsali Venkateshwarlu	Chief Financial Officer
3. Smt. Ranjana Kumari	Company Secretary

During the year under review, the following are the changes that took place in Key Managerial Personnel of the Company:

S. No Name of the Person	Designation	Nature of Change	Date of Change
1. Mr. Durga Vara Prasad Gutta Siva Leela	CEO	Appointment	23.09.2022

Annual Evaluation of Boards Performance:

In terms of the provisions of Section 134 of the Companies Act, 2013, the Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

8. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 6 (Six) times during the Financial Year from 1^st April 2022 to 31^st March 2023 on 27.05.2022, 11.07.2022, 13.08.2022, 23.09.2022, 14.11.2022 02.02.2023.

The composition and category of Directors, their attendance at the Board Meetings and at the last AGM held during the FY 2022-23 are as follows:

Name of the Director	Category of the Director	Number of Board Meetings entitled to attend during the FY 2022-23	Number of Board Meetings attended during the FY 2022-23	Whether attended AGM held on 19/09/2022
Prasad Reddy Kasu DIN: 00246457	Independent Director	6	6	Yes
Kameswara Sarma Chavali DIN: 06933900	Independent Director	6	6	Yes
Krishna Babu Cherukuri DIN: 00993286	Non-Executive	6	6	Yes
Rukmini Devi Satuluri DIN: 09547719	Non-Executive	6	6	Yes

The Company complied with the provisions of the Companies Act, 2013, Secretarial Standards and Listing Regulations regarding convening and conducting the Board and Audit Committee Meetings.

9. 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 the Listing Regulations.

10. PUBLIC DEPOSITS:

During the financial year 2022-23, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. MATERIAL CHANGES AND COMMITMENTS:

No material changes have taken place or commitments made affecting the financial position of the company which have occurred between the end of the financial year and the date of this report.

12. AUDITORS:

Statutory Auditors:

M/s Narasimha Rao & Associates (FRN: 002336S), Chartered Accountants, Hyderabad, are the Statutory Auditors of the Company who were appointed at the 40^th Annual General Meeting of the Company held on 19^th September 2022 to hold office till the conclusion of the 45^th Annual General Meeting. As per Section 40 of Companies (Amendment) Act, 2017 effective from 7^th May 2018, the ratification of appointment of auditors is not required under Section 139 of the Companies Act 2013.

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 Mr. Anandkumar Chainsukh Kasat, Practicing Company Secretary, (CP No. 17420), 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.

Internal auditors:

The Board of Directors based on the recommendation of the Audit Committee has appointed Sri K Srivas., Chartered Accountant, Hyderabad, as the Internal Auditor of your Company.

13. AUDIT OBSERVATIONS:

The Auditors have commented that the Company has not obtained Certificate of Registration from Reserve Bank of India or its consent, in accordance with the provisions of Section 45 IA of the Reserve Bank of India Act, 1934, for 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 Companys 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.

14. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records under Section 148 of Companies Act, 2013 are not applicable to the Company.

15. AUDIT COMMITTEE:

The Audit Committee reviews the audit reports submitted by the Statutory Auditors, financial results, Effectiveness of internal audit processes and the Companys risk management strategy. It reviews the Companys established Systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee has been constituted with the following members:

1. Sri Kameswara Sarma Chavali (Independent Director) - Chairman

2. Sri Krishna Babu Cherukuri (Director) - Member

3. Dr Prasad Reddy Kasu (Independent Director) - Member

The committee has been vested with the following roles and responsibilities:

• The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• Review and monitor the auditors independence and performance, and effectiveness of audit process;

• Examination of the financial statement and the auditors report thereon;

• Approval or any subsequent modification of transactions of the company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Monitoring the end use of funds raised through public offers and related matters.

• Any other responsibility as may be assigned by the board from time to time.

• Such other roles as specified under Part C of Schedule II of SEBI (LODR) Regulations 2015.

16. NOMINATION & REMUNERATION COMMITTEE:

Pursuant to the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015, the Company has constituted Nomination and Remuneration Committee with the following members:

1. Dr Prasad Reddy Kasu (Independent Director) - Chairman

2. Sri Krishna Babu Cherukuri (Director) - Member

3. Sri Kameswara Sarma Chavali (Independent Director) - Member

The Committee is authorised to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board a policy, relating to the remuneration for the directors, KMP and other employees.

The Committee is also authorized to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the board their appointment and removal and carry out evaluation of every directors performance and perform such other roles as specified under Part D of Schedule II of SEBI (LODR) Regulations 2015.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In pursuance of the provisions of section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations 2015, the Board has constituted Stakeholders Relationship Committee with the following members:

1. Dr Prasad Reddy Kasu (Independent Director)- Chairman

2. Sri Krishna Babu Cherukuri (Director)- Member

3. Sri Kameswara Sarma Chavali (Independent Director)- Member

The committee shall look into various aspects of interest of shareholders, debenture holders and other security holders and perform such other roles as specified under Part D of Schedule II of SEBI (LODR) Regulations 2015.

18. ANNUAL RETURN:

Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 the Annual Return of the company is placed on the website of the Company on the following link http: //www.unii ollyinve stments. com/inve stors. html

19. 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.

20. CORPORATE SOCIAL RESPONSIBILITY:

As the Company has not reached the threshold limits specified in section 135 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.

21. 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.

22. 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.

23. RELATED PARTY TRANSACTIONS:

The Related Party Disclosure as required as per Ind AS 24, are provided in Note No. 24 of the notes to financial statements. During the Financial Year 2022-23, your Company has not entered into any transactions with related parties which are covered under Section 188 of the Companies Act, 2013.

During the financial year 2022-23, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

24. CORPORATE GOVERNANCE REPORT:

The Companys paid up equity share capital is not exceeding rupees ten crore and net worth is not exceeding rupees twenty-five crore, as on the last day of the previous financial year and hence the Corporate Governance Report is not applicable on the Company as per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to the Bombay Stock Exchange Limited, on which the Companys Shares are listed.

26. REMUNERATION TO THE DIRECTORS / KEY MANAGERIAL PERSONNEL / EMPLOYEES:

The Company has not paid any remuneration to Directors and none of the Directors and Employees are covered under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year, the Company has paid remuneration to the Company Secretary amounting to ? 0.18 Mil.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report is enclosed as Annexure - B and is a part of this report.

28. RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided in the Management Discussion and Analysis Report which forms part of the annual report.

29. DEMATERIALIZATION OF SHARES:

99.89% of the companys paid up Equity Share Capital is in dematerialized form as on March 31, 2023 and balance 0.11% is in physical form.

30. 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) the applicable accounting standards have been followed along with proper explanation relating to material departures in the preparation of the annual accounts for the year ended 31st March 2023,;

b) such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent have been selected 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) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and were operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not provided any loans covered under Sections 185 and 186 of the Companies Act, 2013. The Company has not provided any guarantee or security for any loans. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The provisions of Section 186 of the Companies Act 2013 do not apply to the Company.

32. COMPLIANCE WITH THE CODE OF CONDUCT:

The members of board of directors and senior management personnel have affirmed their compliance with the code of conduct of board of directors and senior management.

33. 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.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

	FOR & ON BEHALF OF THE BOARD
Place: Hyderabad	Krishna Babu Cherukuri	Rukmini Devi Satuluri
Dated: August 14, 2023	Director	Director
	DIN:00993286	DIN:09547719