unipro technologies ltd Directors report

To the Members,

Your Directors present the 33 Annual Report along with the Audited Financial Statements and the Auditors Report thereon for the period ended 31st March, 2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2018 has been as under:

Particulars	2017-18	2016-17
Total Income	16,25,450	3,10,23,928
Total Expenditure	32,71,613	2,83,05,113
Profit Before Tax	(16,46,163)	27,18,815
Provision for Tax	--	7,51,779
Profit after Tax	(16,46,163)	19,67,036

2. Performance Review:

During the year under review, the Company has recorded an income of Rs. 16,25,450 and loss of Rs. (16,46,163) as against the income of Rs. 3,10,23,928 and loss of Rs. 19,67,036 in the previous financial year ending 31.03.2017.

3. Change in the nature of business:

During the period under review and the date of Boards Report there was no change in the nature of Business.

4. Amount to be transferred to reserves and dividend proposed:

In the current financial year, No amount was transferred to reserves and the Board of Directors of the Company does not recommend any dividend for the financial year under review.

5. Material changes & commitment affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

6. Revision of financial statements:

There was no revision of the financial statements for the year under review.

7. Significant & material orders passed by the Regulators or Courts or Tribunals

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and companys operations in future.

8. Dividend:

Keeping the Companys growth plans in mind, your Directors have decided not to recommend dividend for the year.

9. Deposits From Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

10. Indian Accounting Standards:

Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time.

The significant accounting policies which are consistently applied have been set out in the notes to the Financial Statements.

11. Training of Independent Directors:

Your Companys Independent Directors are highly qualified and have been associated with corporate and business organizations. They understand Companys business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has shown all the Independent Directors Companys business and manufacturing activities and were also introduced to Companys staff.

12. Independent Directors familiarization programmes

The Company continued with its Independent directors familiarization program for familiarizing them with companys operations, regulatory and critical aspects which would enable them to effectively discharge responsibilities and functions conferred on them. Programs undertaken during the year include:

i. Corporate Strategy & plans of action. ii. GST & SAP implementation and its impact. iii. Workshop on Board Dynamics. iv. Investment of surplus funds, & project status. v. Risk analysis & mitigation framework of the Company. vi. SEBI Regulations & other Statutory laws. vii. Companies Act, 2013 & Amendment rules & regulations.

Details of familiarization programme imparted is placed on the Companys website and its web link is http://www.uniproltd.com

13. Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Further, Independent Directors at a separate meeting evaluated performance of the Non Independent Directors, Board as a whole and of the Chairman of the Board.

Manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Report on Corporate Governance, which forms part of this report

14. Managerial Remuneration and particulars of employees

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as "Annexure D".

Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees also form part of this report. However, this information is not sent along with this report pursuant to the proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the registered office address of the Company.

15. Number of Board and Committee Meetings:

Pursuant to Section 134(3) (b), details of Board Meetings held during the year are given in the Report on Corporate Governance.

During the year four board meetings and four audit committee meetings & four Stakeholder Relationship Committee Meetings and two Nomination & Remuneration committee meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations was held on 14 February, 2018.

16. Directors and key managerial personnel:

Mr. D. V. Ramana Reddy is the Managing Director of the Company. Ms. D. Aparna Reddy - Whole Time Director & Chief Financial Officer, Mr. P. L. Varadarajan, Mr. K. Ramgopal, Mr. S. Somshekar, Mr.B.Mallikarjun Reddy are the Independent Directors on Board of Unipro and Mr.Pradeep Kumar has resigned from the board during the financial year 2017-18.

17. Regulatory Affairs Between The End of Financial Year And Date Of Report

The following were the regulatory affairs occurred as on the date of Boards Report –

• As per SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated 5th April, 2018, the Central Depository Services (India) Limited (CDSL) was appointed as the Designated Depository for the purpose of monitoring the Foreign Investment Limits in the Company.

• As per SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28th May, 2018, the Central Depository Services (India) Limited (CDSL) was appointed as the Designated Depository for the purpose of System Driven Disclosures in Securities Market for the Company.

18. Green Initiative:

Securities and Exchange Board of India (SEBI) has vide its circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73dated 20th April, 2018 mandated that all the shareholders, whose ledger folio do not have or having incomplete details with respect to their PAN and Bank particulars, must submit the same to the Registrar and Transfer Agent (RTA) or the Company.

Your active co-operation is required in this regard and in order to be a part of the green initiative, to help in conserving trees for a greener India and to enable the Company to disseminate to you all the requisite documents and information electronically, i.e. through emails and make payments of dividend directly into your bank account, you are requested:-

a. To provide your PAN and bank details as required by SEBI. For crediting your dividend amount directly into your bank account through National Automated Clearing House (NACH), a separate form is attached for providing your bank details, kindly fill and sign the form and submit with RTA/Company (for shares held in physical form) or with your depository participant (for shares held in demat form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

b. To register or update your e-mail address by filling in and signing the attached form and submit with RTA/Company (for shares held in physical form) or with your depository participant (for shares held in demat form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend payment instrument, in case where NACH details are not registered with the Company / RTA.

19. Statutory Auditors :

The members of the company in accordance with section 139 of the Companies Act, 2013 had passed a resolution for appointment of M/s. Chanamolu & Co., as Statutory Auditors of the company for a period of 5 years in the AGM held on 29.09.2014 to hold office up to the conclusion of 34th Annual General Meeting of the company to be held in the financial year 2019-20 which was subject to ratification as per the provisions of Companies Act, 2013.

However, pursuant to notification from the MCA dated 07.05.2018, ratification of appointment of statutory auditors at every Annual General Meeting has been omitted.

20. Internal auditors:

The Board of Directors based on the recommendation of the Audit Committee has appointed Mr.N.Srinivas, (Finance Head) as the Internal Auditor of your Company. The Internal Auditors are submitting their reports on quarterly basis.

21. Secretarial auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, Ms. Aakanksha Shukla, Practicing Company Secretary, was appointed to undertake the Secretarial Audit of the Company for the Financial Year 2017-18.

The Secretarial Audit Report in Form MR 3 is annexed herewith as Annexure I to this report.

22. Qualifications in audit reports:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made, if any.

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the rapid global challenges.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and noted is at the same that the company has not appointed company secretary during the year but the company is taking necessary measures to appoint the same at the earliest.

23. No Frauds reported by statutory auditors

There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub Section (12) of Section 143 of the Companies Act, 2013.

24. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

25. Insurance:

The properties and assets of your Company are adequately insured.

26. Particulars of loans, guarantees:

The Company has not availed any facilities of Credit and Guarantee.

27. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated under Regulation 4(3) read with schedule V , Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is presented in a separate section forming part of the annual report.

28. Risk management policy:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

29. Corporate governance:

A Separate section titled "Report on Corporate Governance" along with the Auditors Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as a part of this Annual Report.

30. Committees of the board:

Currently the Board has 4 committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee and the Risk Management Committee. A detailed note on composition of the Board and its committees is provided in the Corporate Governance Section of the Annual Report.

31. Extract of Annual Return:

As provided under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return under MGT 9 is attached to this report as "Annexure-B".

32. Authorised and paid up capital of the company:

The authorized capital of the company stands at Rs. 7,00,00,000/- divided into 70,00,000 equity shares of Rs.10/- each. The companys paid up capital is Rs. 6,08,49,000/- divided into 60,84,900 equity shares of Rs. 10/- each.

33. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of the Listing Regulations.

34. Policy on Directors appointment and Remuneration and other details:

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of Annual Report.

35. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March 2018, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) 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 your Company as on 31 March 2018 and of the profit and loss of the Company for the financial year ended 31 March 2018;

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) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

f) proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

36. Secretarial Standards:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

37. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is on the website of the Company.

38. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

39. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

40. Related Party Transactions:

There are no related party transactions during the financial year under review.

41. Disclosure about cost audit:

Cost Audit is not applicable for the financial year 2017-18.

42. Employee relations:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Boards report. (Annexure 3).

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

43. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, no remuneration has been paid to any of the Directors of the Company for the financial year 2017-18.

44. Non-executive directors compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

45. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

46. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no Complaints pertaining to sexual harassment.

47. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the Company.

	For and on behalf of the Board
	Unipro Technologies Limited
	Sd/-
	D. V.Ramana Reddy
Place: Hyderabad	Managing Director
Date: 14.08.2018	(DIN: 02957936)