Unishire Urban Director Discussions


Dear Shareholders

Your Directors have pleasure in presenting the 32th Annual Report of the Company and the Audited Accounts for the year ended March 31st March, 2023.

Financial Highlights

The summarized financial results of your Company are given in the table below:

(Amountin Rupees)

Particulars

Year ended March 31, 2023 Year ended March 31, 2022
Total Revenue 1,15,55,129 1,45,80,793
Profit/(Loss) before taxation (33,37,271) (4,28,21,854)
Less: Tax Expense - -
Profit/(Loss) after tax (33,37,271) (4,28,21,854)
Add: Balance B/F from the previous year (3,60,67,812) 67,54,041
Balance Profit / (Loss) C/F to the next year (3,94,05,102) (3,60,67,812)

*previous year figures have been regrouped/rearranged wherever necessary

Review of Operation

The Total revenue stood at1,15,55,129 in Financial Year 2022-23, as against 1,45,80,793in Financial Year 2021-22. The Lossincurred in FY 2022-23 is (33, 37,271) as compared to Lossof last year which was (4, 28,21,854).

Share Capital

The Company has 24, 35, 85,000/- Equity Share Capital for the Financial Year ended March 31, 2023.

State of the affairs of the Company

Details of State of the Companys Affairs are given in the Management Discussion and Analysis.

Dividend & Reserves

Your Directors did not recommend any dividend for the financial year 2022-23 and not proposed to carry any amount to reserves.

Change in the nature of the business

During the year under review, there was no change in the nature of the business of the Company

Deposits

Your Company has not accepted any deposits from the public or shareholder during the year, nor has any unclaimed or unpaid deposits at the end of the financial year 2022-23.

Number of Meetings of the Board

The Board met Seven (7) times during the financial year, the details of which are given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Regulations

Directors Responsibility Statement

Pursuant to clause C Section 134(3),134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

a) In the preparation of the annual accounts for the financial year ended March 31st , 2023, 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 March 31st, 2023and 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;

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.

Committees of the Board

The Company has constituted / re-constituted various Board level committees in accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Annual Report.

Nomination and Remuneration Policy

The Nomination & Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act; 2013 and rules thereto stating therein the Companys policy on Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors by the Nomination & Remuneration Committee reviewed by the Board of Directors. The said policy is furnished as Annexure-I and forms part of this report.

Policy on Sexual Harassment of women at work place

The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2022 -23.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing and obligations and disclosure requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the directors individually. Feedback was sought covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees , Board Culture , Execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the directors.

A Separate exercise was carried out by the Nomination and Remunerationcommittee of the Board to evaluate the performance of individuals Directors. The performance evaluation of the Non Independent Directors and the Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Directors and Key Managerial Personnel

During the financial year 2022-2023, The Company has a well-structured Board consisting of 4 Directors and one CFO, One CEO & one Company Secretary.

SL No. Name

DIN/PAN Designation
1 Akshay Kumar Jain 08814058 Managing Director
2 Nikunjbhai Mukeshbhai Choksi 03107384 Independent Director
3 Reena Jain 05210835 Independent Director
4 Nawal Kishore Chandak 07107569 Independent Director
5 Ashok Gupta AEVPG8882K CEO
6 Surya Bishnoi ABCPB8255D CFO
7 Shilpi Modi AOXPA9359K Company Secretary

Statement on declaration given by Independent Directors under Section 149(6)

Your Company has received declarations from all the Independent pursuant to Section 149 (7) of the Companies Act, 2013 of the Company confirming that they meet the criteria of interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013 read with rules made there under and Regulation 16 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Directors also explained in detail the various compliances required from him to act as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the Company and other relevant regulations. The details of familiarization are available on Companys website www.rajputanainvestment.com.

Auditors

Statutory Auditors

The Company Auditor M/s. Arun Jain & Associates, Chartered Accountants are being appointed as Statutory Auditors of the Company to hold office till the conclusion of the 34th Annual General Meeting.In this regard M/s. Arun Jain & Associates, Chartered Accountant had submitted their written consent they are eligible and qualified to be appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Secretarial Auditor

The Board has appointed Mrs.Rupa Gupta, Practicing Company Secretary (CP No. 11691)to Conduct Secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the financial year 2022-23 forms part of the Annual Report as Annexure-II to the Board Report.

Internal Auditor

The Board has appointed M/s. DS Associate Chartered Accountants, (FRN: 317063E) as its internal auditors for the financial year 2023-2024. The reports of internal auditors for the financial year 2022-23 are discussed in the Audit Committee Meetings.

Compliance Certificate on Corporate Governance

As required by the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the auditors certificate on corporate governance is enclosed as Annexure-III to the boards report.

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are adequate and are operating effectively.

Risk Management

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/ Operations of the Company.

Corporate Governance

Report of Corporate Governance along with the certificate of the Auditors, confirming compliance of condition of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, forming part of the Annual Report.

Management Discussion and Analysis

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the Listing Regulations, is presented in a separate section under the head "Management Discussion and Analysis" forming part of the Annual Report.

Audit Committee

The Audit committee comprises two Independent Directors, namely Mr. Naval Kishore Chandak, & Mrs. Reena Jain and one Non-executive Director Mr.Akshay Kumar Jain, as member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism/Whistle Blower Policy

The Company has set up a Vigil Mechanism, which also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through e-mail or dedicated telephone no. or a letter through to the Vigilance Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the

Companys website at the www.uuil.co.in

During the year under review, no protected disclosures were made by the whistle blowers.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company.

Subsidiaries

The Company does not have any Joint Ventures, Associate or Subsidiary Companies as on 31.03.2023.

Particulars of Loans, Guarantees and Investments

During the year under review, your company neither gave any Loans, guarantees nor made investments which are covered under Section 186 of the Companies Act, 2013.

Material Changes and Commitments

There were no Material Changes and Commitments affecting Financial Position between the end of financial year and Date of the Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure-IV to this Report.

The details pertaining to composition of Nomination and remuneration Committee are included in the Annexure III Corporate Governance Report, which forms part of this report.

Particulars of Contracts or Arrangements with Related Parties

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2is annexed as Annexure-V to the Board report

Particulars of Employees and Related Disclosure

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed as Annexure-VI. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sentto the Members and others entitled thereto, excluding the disclosure on particulars of employees 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 the ensuing Annual General Meeting. Disclosures pertaining to Remuneration and Statement showing the names of top ten employees in terms of remuneration drawn, as required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable to the Company..

Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technological absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) is annexed as Annexure-VII to this report.

Details of Significant and Material Orders passed by the Regulators

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Details of Application made or proceedings 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.

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.

SEBI Prevention of Insider Trading

The Board has in place a code of conduct in accordance with the provisions of SEBI (Prohibition of insider Trading) Regulations, 2015. The code, besides other relevant matters, prohibits an insider from dealing in the shares of the Company while in possession of unpublished price sensitive information in relation to the Company. All Directors, Senior Management Personnel, Key Managerial Personnel and other employees having access to price sensitive information are governed by this code. During the time of declaration of Results and other material events, the trading window is closed as per the code. There has been no violation on this front.

Listing

The equity shares of the Company is listed and traded on the Bombay Stock Exchange. The listing fees to thestock exchange for the year 2022-23 have been paid.

Registrar and Share Transfer Agent

Purva Sharegistry (India) Pvt. Ltd is Companys Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under the Securities Contract (Regulation) Act, 1956. The contact details of RTA forms part of the Corporate Governance Report.

Acknowledgement

The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers, and other business associates, for their strong support. For and on behalf of the Board

Unishire Urban Infra Limited

Place: Kolkata

Nikunj M Choksi Akshay Kumar Jain

Date: August 24, 2023

Director Managing Director
(DIN: 03107384) (DIN: 08814058)