United Interacti Management Discussions


The Management Discussion and Analysis Report as required under regulation 34 of the SEBI (LODR) Regulations, 2015 is annexed (annexure-iii) to this report.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Companys internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere cooperation the Company has received from its bankers and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

For and on behalf of the Board

SarayuSomaiya Nishant Upadhyay

Date : May 30, 2023

Director

Independent Director

Place : Mumbai

DIN: 00153136

DIN: 02128886

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]

Part “A”: Subsidiaries

( In lacs)

Sr. No: Particulars

Name of the Subsidiary Netesoft India Ltd

1 Reporting period for the subsidiary concerned, if different from the holding companys reporting period

N.A.

2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

N.A.

3 Share capital

153.21

4 Reserves & surplus

6299.55

5 Total Assets

6673.99

6 Liabilities

221.24

7 Investments

4734.01

8 Turnover

520.10

9 Profit / (Loss) Before Tax

(55.78)

10 Provision for Taxation

65.79

11 Profit after taxation

(121.57)

12 Dividend

30.64

13 % of total shareholding held by parent company

51%

Notes:

1. Reporting period and reporting currency of the above subsidiaries is the same as that of the Company.

2. Part B of the Annexure is not applicable as there are no associate companies/ joint ventures of the Company as on 31st March, 2023.

For and on behalf of the Board

Sarayu Somaiya Nishant Upadhyay

Date : May 30, 2023

Director Independent Director

Place : Mumbai

DIN: 00153136 DIN: 02128886

To, The Members

UNITED INTERACTIVE LIMITED

(CIN: L72900MH1983PLC030920) 602, Maker Bhavan III, New Marine Lines, Mumbai 400 020

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. United Interactive Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2023 (hereinafter called the ‘Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment. (Not Applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 with regard to disclosures thereunder applicable to the extent of the investment made by the Company in Listed Companies; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as applicable in respect of its investment in Listed Companies; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during the Audit Period).

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable to the Company during the Audit Period). (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period); (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the Audit Period).

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; (ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above. We further report that, having regard to the compliance system prevailing in the Company and on the examination of the relevant documents and records in pursuance thereof, on test -check basis the Company has NOT required to comply with any specific law to the extent applicable to the Company.

We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors There were no changes in the composition of the Board of Directors that took place during the period under review. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Based on the representation made by the Company and its Officers, we herewith report that majority decisions are carried through and proper system is in place which facilitates / ensure to capture and record, the dissenting members views, if any, as part of the minutes.

We further report that, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Hardik Savla ICSI M NO: 23685 C P No: 8866

Date: May 30, 2023 Place: Mumbai

UDIN: A023685E000428507

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS, Companys BUSINESS

At present, your company does not have any business under information technology segment as of now, and is dependent on business of its strategic subsidiary solely, which are in to the business of trading and investment in securities. Hence, here we will discuss capital market industry rather than Information technology industry.

OPPORTUNITIES & THREATS

After a recovering 2021, the year 2022 was marred by three powerful challenges Russias invasion of Ukraine, widening inflation impacting cost of living and a slowdown in China.

Global economy is expected to report a growth of 2.9% in 2023. There has been an upward revision in the growth estimates, largely owing to robust domestic demand in the major economies, gradual opening of the Chinese economy as well as easing inflation. The global economy is expected to grow by 3.1% in 2024. While the global scenario remained challenging, the Indian economy showed its character and remained one of the fastest growing major economies in the world.

SEGMENT-WISE PERFORMANCE

The income of the Company comprises of dividend received on investment in the subsidiary. On a consolidated basis income further comprises of dividend, interest, profits in securities trading. During the current year income from core activities was NIL, whereas the income on consolidated basis was relatively low.

OUTLOOK

The outlook for the current financial year predominantly depends upon capital markets as major revenue is generated by its subsidiary, which is engaged in capital markets operations. With a combined push by Government and private sector, Indias future seems to be vibrant in capital markets. India is expected to be the fourth largest private wealth market globally by 2030.

RISKS & CONCERNS

The size of operation of your Company has always been a concern as IT & ITes, as well as Portfolio Investment player, as the industry is moving towards institutionalization. Primary market is dominated by few large players and it is increasingly difficult for small &mid cap entities to penetrate.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has developed formal and well-structured internal control systems to conduct the business within the framework of Regulations. The present structure & systems are adequate and commensurate to the size of operations of your company.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial year 2022-23, your company was unable procure any business in IT & ITes business, the only income it had was in form of dividend received from subsidiary. On consolidated front revenue is at 224.37 lakh against the previous year of 90.25 lakh, whereas consolidated loss stood at 137.49 lakh as against profit of 124.12 lakh in the previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT :

There are no material developments in human resources /industrial relations front.

DISCLOSURE OF ACCOUNTING TREATMENT

In accordance with the Companies (Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, read with Section 133 of the Companies Act, 2013, your Company has adopted the Indian Accounting Standards (Ind AS) for preparation of its financial statements.

FORWARD-LOOKING STATEMENTS:

This report contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements.

DECLARATION BY DIRECTOR

I, Sarayu Somaiya, Director and Promoter of United Interactive Limited, hereby declare that all the members of the Board of Directors have affirmed compliance with the Code of Conduct applicable to them as laid down by the Board of Directors in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended March 31, 2023.

By order of the Board of Directors

Place: Mumbai Sarayu Somaiya Date: May 30, 2023 Director DIN: 00153136

CHIEF EXECUTIVE OFFICER(CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

We, Basanta Kumar Behera (CEO) and Hemang Joshi (CFO) of United Interactive Limited hereby certify that:

(a) We have reviewed financial statement and the cash flow statement for the year ended March 31, 2023 and that to the best of our knowledge and belief:

I. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; II. these statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we have aware and the steps taken or propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee that

I. there has not been any significant changes in internal control over financial reporting during the year under reference; II. there has not been any significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and III. there has not been any instances during the year of significant fraud of which we had become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

By order of the Board of Directors

Place: Mumbai

Basanta Kumar Behera Hemang Joshi

Date: May 30, 2023

CEO CFO

To,

THE MEMBERS

UNITED INTERACTIVE LIMITED

Regd Off : 602, Maker Bhavan III, New Marine Lines, Mumbai 400 020

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of UNITED INTERACTIVE LIMITED having CIN- L72900MH1983PLC030920 and having registered office at 602, Maker Bhavan III, New Marine Lines, Mumbai 400 020 and (hereinafter referred to as ‘the Company) , produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority

Sr. No. Name of Director

DIN Date of appointment

1 Mrs. Sarayu Somaiya

00153136 23/09/2010

2 Mr. Ajay Shanghavi

00084653 27/09/2006

3 Mr. Nishant Upadhyay

02128886 18/09/2015

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Hardik Savla ICSI M NO: 23685 COP No.: 8866

Place: Mumbai Date : August 03, 2023

UDIN: A023685E000729335