unijolly investments company ltd share price Directors report


To

The Shareholders

Your Directors have pleasure in presenting the 40th Annual Report of your Company together with the audited statement of accounts for the year ended 31st March 2022.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS 2021-22 2020-21
( Rs. In Mill) (f In Mill)
Profit before depreciation 5.633 (2.832)
Less: Depreciation 0.009 0.006
Profit before taxes 5.624 (2.838)
Less: Current tax 0.889 -
Less: Tax pertaining to earlier years - 1.262
Add: MAT credit entitlement - -
Less: Provision for deferred taxation - -
Profit available for appropriation (A) 4.735 (4.101)
Other Comprehensive Income (B) 11.077 22.210
Total Comprehensive Income (A+B) 15.812 18.109
Transfer to Reserve fund (C) - -
Profit for the year (A-C) 4.735 (4.101)
Add: Surplus brought forward from last year 23.467 21.157
Add: Transfer from OCI 13.373 6.412
Surplus carried to balance sheet 41.575 23.467

2. STATE OF COMPANYS AFFAIRS:

During the year under review, the Company earned total revenue of Rs. 6.608 Million as compared to last years total revenue of Rs. 0.835 Million showing a increase of 690% approximately. Being earning a major share of income from dividend and investments, the company also earned a much higher revenue from derivatives as compared to previous financial year. The Company has earned a profit after tax of Rs. 4.735 Million as against previous year loss of Rs. 4.101 Million. Your Directors are giving 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 profits for growth and expansion of the Company, your Directors do not recommend any dividend for the financial year 2021-22.

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 as such the information required is not applicable.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Mr. Krishna Babu Cherukuri (DIN: 00993286) Director of the Company, retires by rotation and being eligible, offers himself for reappointment.

During the period under review, the following are the changes that took place in the Directors

of the Company:

S.No Name of the Person Designation Nature of Change Date of Change
1. Smt. Shantha Prasad Challa Director Cessation 28.03.2022
2. Smt. Rukmini Devi Satuluri Director Appointment 29.03.2022

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. Mr. Cumsali Venkateshwarlu Chief Financial Officer
2. Ms. RanjanaKumari Company Secretary

During the period 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. Smt. Soumya Challa CEO Cessation 28.03.2022

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 5 (Five) times during the Financial Year from 1st April 2021 to 31st March 2022 on 30.06.2021, 13.08.2021, 14.11.2021, 12.02.2022 and 29.03.2022.

The composition and category of Directors, their attendance at the Board Meetings and at the last AGM held during the FY 2021-22 are as follows:

Name of the Director Category of the Director Number of Board Meetings entitled to attend during the FY 2021-22 Number of Board Meetings attended during the FY 2021-22 Whether attended AGM held on 30/07/2021
Prasad Reddy Kasu DIN: 00246457 Independent Director 5 5 Yes
Shantha Prasad Challa DIN: 00746477 Non-Executive 5 5 Yes
Kameswara Sarma Chavali DIN: 06933900 Independent Director 5 5 Yes
Krishna Babu Cherukuri DIN: 00993286 Non-Executive 5 5 Yes
Rukmini Devi Satuluri DIN: 09547719 Non-Executive No

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 2021-22, 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:

The members of the Company at the 35th Annual General Meeting held on 10th July 2017 had approved the appointment of M/s G. Nagendra Sundaram & Co (FRN 005355S), Chartered Accountants, Hyderabad, for a period of five years i.e. up to 40th Annual General Meeting. M/s. G. Nagendra Sundaram, Chartered Accountants will retire at the conclusion of ensuing Annual General Meeting.

The Board of Directors of the Company, at its meeting held on August 13, 2022 recommended for appointment of M/s Narasimha Rao & Associates (FRN 002336S), Chartered Accountants, Hyderabad, as Auditors of the Company in place of the Retiring Auditors, for a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the 45th Annual General Meeting. Accordingly, requisite resolution forms part of the notice convening the Annual General Meeting.

M/s Narasimha Rao & Associates have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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. Jinang Dineshkumar Shah, Practicing Company Secretary (CP No. 14215, 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 Mr. K Srivas., Chartered Accountant, Hyderabad, as the Internal Auditors 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. Sri 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. Sri 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. Sri 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. unij ollyinvestments. com/investors. 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:

During the Financial Year 2021-22, the transactions entered into by the Company with related parties which are covered under Section 188 of the Companies Act, 2013 are only pertaining to lease rent payments, the details of which are provided in Note No. 22 of the notes to financial statements.

During the financial year 2021-22, 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 2021-22 to the Bombay Stock Exchange Limited, where the Companys Shares are listed.

26. REMUNERATION RATIO OF 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 Rs. 180,000/-.

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:

99.23% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March 2022 and balance 0.77% 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) In the preparation of the annual accounts for the year ended 31st March 2022, 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.

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 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: 13th August 2022 Director Director
DIN:00993286 DIN:09547719