To the Members,
Unipro Technologies Limited,
Hyderabad, Telangana,
India.
The Board of Directors hereby submits the report of the business and operations of your
Company (‘the Company') along with the audited "Financial statement for the
"Fiscal Year ended March 31, 2023.
1. Financial summary/highlights,
The performance during the period ended 31st March, 2023 has been as under:
| Particulars |
Standalone |
|
2022-23 |
2021-22 |
| Turnover/Income (Gross) |
-- |
-- |
| Other Income |
-- |
-- |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
(12,43,806) |
(29,05,669) |
| Less: Depreciation/ Amortization/ Impairment |
76,103 |
8,39,060 |
| Profit /loss before Finance Costs, Exceptional items and Tax Expense |
(11,67,703) |
20,66,609 |
| Less: Finance Costs |
5,000 |
9,965 |
| Profit/loss before Exceptional items and Tax Expense |
11,62,703 |
20,56,644 |
| Add/(less): Exceptional items |
-- |
-- |
| Profit /loss before Tax Expense |
(11,62,703) |
(20,02,644) |
| Less: Tax Expense (Current & Deferred) |
— |
— |
| Profit /loss for the year (1) |
(11,62,703) |
(20,02,644) |
| Total Comprehensive Income/loss (2) |
— |
— |
| Less: Transfer to Debenture Redemption Reserve |
--- |
--- |
| Less: Transfer to Reserves |
--- |
— |
| Less: Dividend paid on Equity Shares |
--- |
— |
| Less: Dividend paid on Preference Shares |
— |
— |
| Less: Dividend Distribution Tax |
--- |
— |
| Net Loss for The Period |
— |
— |
2. Performance Review:
During the year under review, the Company has recorded no income and loss of Rs.
11,62,703 as against no income and loss of Rs 20,02,644 in the previous financial year
ending 31.03.2022.
3. Dividend:
Keeping the Company's growth plans in mind, your Directors have decided not to
recommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company during
the year under review.
5. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred during the end of the Financial Year of the Company to
which the financial statements relate and the date of the report.
6. 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 company's
operations in future.
7. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and
Education and Protection Fund for the financial year ended 31st March 2023.
8. Details of utilization of funds:
During the year under review, the Bank has not raised any funds through Preferential
Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
9. Details of Nodal Officer:
The Company has designated Mr. D. V. Ramana Reddy as a Nodal Officer for the purpose of
IEPF.
10. Revision of financial statements:
There was no revision of the financial statements for the year under review.
11. Change in the nature of business, if any:
During the period under review and the date of Board's Report there was no change in
the nature of Business.
12. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March
31,2023 and as such, no amount of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
13. Criteria for determining qualifications, positive attributes and independence of a
director:
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
Qualifications - The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Act
the Directors are expected to demonstrate high standards of ethical behaviour,
communication skills and independent judgment. The Directors are also expected to abide by
the respective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he / she meets the
criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and
Regulation 16(1) (b) of the Listing Regulations.
14. Training of Independent Directors:
Your Company's Independent Directors are highly qualified and have been associated with
corporate and business organizations. They understand Company's business and activities
very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has
shown all the Independent Directors Company's business and Floriculture activities and
were also introduced to Company's staff.
15. Independent director's familiarization programmes:
The familiarization program aims to provide the Independent Directors with the scenario
within the Floriculture Activities, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the Company,
significant development so as to enable them to take well-informed decisions in timely
manner. The familiarization programme also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The policy on
Company's familiarization programme for Independent Directors is hosted on your Company's
website and its web link is www.uniprolimited.com
16. Mechanism for Evaluation of the Board:
Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the
provisions of the Companies Act, 2013, The Board of Directors of the Company on
recommendation of Nomination and Remuneration Committee, adopted Board Evaluation Policy
to comply with the various provisions of the Act, the Listing Regulations and the SEBI
circular dated January 5, 2017 which provides further clarity on the process of Board
Evaluation ("SEBI Guidance Note") and SEBI circular dated February 5, 2019.
i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on
their performance and fulfilment of the independence criteria prescribed under the Act and
SEBI Listing Regulations; and
ii. Evaluation of the Board of Directors, its Committees and individual Directors,
including the role of the Board Chairman.
An IDs' meeting, in accordance with the provisions of Section 149(8) read with Schedule
IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was convened
on February 14, 2020, mainly to review the performance of Independent Directors and the
Chairman & Managing Director as also the Board as a whole. All IDs were present at the
said meeting.
The above evaluation was done keeping in view the following factors:
(i) Board: Composition, responsibilities, stakeholder value and responsibility,
Board development, diversity, governance, leadership, directions, strategic input, etc.
(ii) Executive Directors: Skill, knowledge, performance, compliances, ethical
standards, risk mitigation, sustainability, strategy formulation and execution, financial
planning & performance, managing human relations, appropriate succession plan,
external relations including CSR, community involvement and image building, etc.
(iii) Independent Directors: Participation, managing relationship, ethics and
integrity, Objectivity, brining independent judgment, time devotion, protecting interest
of minority shareholders, domain knowledge contribution, etc.
(iv) Chairman: Managing relationships, commitment, leadership effectiveness,
promotion of training and development of directors etc.
(v) Committees: Terms of reference, participation of members, responsibility
delegated, functions and duties, objectives alignment with company strategy, composition
of committee, committee meetings and procedures, management relations.
Performance evaluation was done on the scale of 1 to 5, 1 being very poor and 5 being
outstanding. The outcome of performance evaluation is given below:
| Categories |
Rating (out of 5) |
| Board as a whole |
4.89 |
| Individual Directors |
|
| D. V. Ramana Reddy |
4.68 |
| K. Ramgopal Reddy |
4.78 |
| S. Somshekar |
4.46 |
| B. Mallikarjun Reddy |
4.59 |
| D. Aparna Reddy |
4.73 |
| Audit Committee |
4.56 |
| Stakeholder Relationship Committee |
4.25 |
| Nomination & Remuneration Committee |
4.65 |
Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:
| Observations of Board evaluation carried out for the year |
|
| Previous year's observations and actions taken |
Since no observations were received, no actions were taken. |
| Proposed actions based on current year observations |
Since no observations were received, no actions were taken. |
17. Composition of Board of Directors:
The composition of the Board of Directors of the company is an appropriate combination
of executive and non-executive Directors with right element of independence. As on March
31, 2023, the Company's Board comprised of five Directors, One promoter Director. In
addition, there are two independent Directors and
two non -executive directors on the Board including one-woman Director. In terms of
Regulation 17(1) (b) of SEBI (LODR) Regulations, 2015 and section 149 of Companies Act
2013, the company is required to have one half of total Directors as independent
Directors. The non-executive Directors are appointed or re-appointed based on the
recommendation of the Nomination & Remuneration Committee which considers their
overall experience, expertise and industry knowledge. One third of the non-executive
Directors other than independent Directors, are liable to retire by rotation every year
and are eligible for reappointment, subject to approval by the shareholders.
18. Audit Committee Recommendations
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
19. Number of Board Meetings:
During the year, four meetings of the Board of Directors of the Company were convened
and held in accordance with the provisions of the Act. The date(s) of the Board Meetings
for the period under review are 30.05.2022, 14.08.2022, 14.11.2022 and 14.02.2023.
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 14.02.2023.
20. Audit Committee Recommendations
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
21. Number of Board Meetings:
During the year, four meetings of the Board of Directors of the Company were convened
and held in accordance with the provisions of the Act. The date(s) of the Board Meetings
for the period under review are 30.05.2022, 14.08.2022, 14.11.2022 and 14.02.2023.
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 14.02.2023.
22. Attendance of Board Meetings:
| Name |
No of Meetings held |
No of Meetings attended |
| D. V. Ramana Reddy |
4 |
4 |
| K. Ramgopal Reddy |
4 |
4 |
| S. Somshekar |
4 |
4 |
| B. Mallikarjun Reddy |
4 |
4 |
| D. Aparna Reddy |
4 |
4 |
23. Committees of the Board:
In compliance with the provisions of Sections 177, 178 of the Act, the Board
constituted, Audit Committee, Nomination and Remuneration Committee, Stakeholder
Relationship committee and Risk Management Committee. The details of composition of the
Committees, their meeting and attendance of the members are:
3. Directors and key managerial personnel:
As on date of this report, the Company has five Directors, out of those three are
Independent Directors excluding one Woman Independent Director.
a) Re-Appointment of Directors of the Company:
(i) Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules,2014, Mrs. D. Aparna Reddy -
Whole Time Director & Chief Financial Officer is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers herself for reappointment.
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2022-23
• Mr. D. V. Ramana Reddy, Managing Director of the company.
• Ms. D. Aparna Reddy - Whole Time Director & Chief Financial Officer.
4. Regulatory Affairs Between the End of Financial Year and Date of Report
The following were the regulatory affairs occurred as on the date of Board's 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.
5. Green Initiative:
Securities and Exchange Board of India (SEBI) has vide its circular no.
SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 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 T ransfer 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.
6. Statutory Audit and Auditors Report:
The Auditors' Report for fiscal 2023 does not contain any qualification, reservation or
adverse remark. The Auditors' Report is enclosed with the financial statements in this
Annual Report. The Company has received audit report with unmodified opinion for audited
financial results of the Company for the Financial Year ended March 31,2023 from the
statutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.
7. 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.
8. 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.
9. 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 Company's 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
10. Insurance:
The properties and assets of your Company are adequately insured.
11. Particulars of loans, guarantees:
The Company has not availed any facilities of Credit and Guarantee.
12. 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.
13. 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.
14. 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.
15. 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.
16. Extract of Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also
available on the Company's website URL: www.uniprolimited.com
17. 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 company's paid up capital is Rs. 6,08,
49,000/- divided into 60,84,900 equity shares of Rs. 10/- each.
18. 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 such declarations are annexed herewith as
Annexure-1 to this report.
19. Policy on Directors appointment and Remuneration and other details:
The Company's 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.
20. Director's 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
2023, 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 31st March 2023 and of the profit
and loss of the Company for the financial year ended 31 March 2023;
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.
21. 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.
22. 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.
23. 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.
24. 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.
25. Related Party Transactions:
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
26. Disclosure about cost audit:
Cost Audit is not applicable for the financial year 2022-23.
27. 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 2022-23.
28. 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.
29. 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.
30. 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.
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace. This
is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules made thereunder. With
the objective of providing a safe working environment, all employees (permanent,
contractual, temporary, trainees) are covered under this Policy. The policy is available
on the website at www.info@uniprolimited.com.
As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual
harassment. During the year under review, there were no Complaints pertaining to sexual
harassment.
31. 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/- |
Sd/- |
| Place: Hyderabad |
D. Aparna Reddy |
D. V. Ramana Reddy |
| Date:13.08.2023 |
Whole Time Director Managing Director |
|
|
(DIN: 03298728) |
(DIN: 02957936) |
|