The Directors have pleasure to present 32nd Annual Report and Audited
Annual Accounts of your company for the year ended on 31st March 2015.
(Rs. IN LAKHS)
Particulars FY 2014-15 FY 2013-14
Total Income 15.63 9.77
Total Expenditure 9.26 8.45
Profit Before Tax (PBT) 6.37 1.32
Tax Nil Nil
Profit After Tax (PAT) 6.37 1.32
PERFORMANCE REVIEW & FUTURE OUTLOOK:
During the current year, your Company has booked total income of Rs.
15.63 Lakhs and PAT of Rs. 6.37 Lakhs on standalone basis. The source
of income is on account of dividend received from subsidiary company -
Netesoft India Limited.
Your Company has its strategic & Material subsidiary as Netesoft India
Limited. The performance of Netesoft for the financial year 2014-2015
is as follows:
The total income of the Netesoft for the year ended March 31, 2015
stood at Rs. 3105.06 Lakhs and it has made a profit after tax of Rs.
597.61 Lakhs during year ended March 31, 2015 as compared to a profit
after tax of Rs. 192.77 Lakhs during the previous year.
Your company will look forward to continue its stake in & enrichment of
its subsidiary, so as to make appreciation in company''s investment.
Your Directors are expecting further growth in near future on
consolidated basis and are confident that the policies, strategies
adopted by your company will yield better returns.
DIVIDEND & RESERVES:
In view of the inadequate profits, your Directors do not recommend
payment of Dividend for the current financial year. The entire profit
after tax will be adjusted against loss carried forward to the balance
sheet from previous years.
As at March 31, 2015, United Interactive Limited, the total paid up
share capital stood at Rs.1,83.10,000/- divided into 18,31,000 fully
paid up equity shares of Rs. 10/- each. During the year under review,
the Company has not issued any shares. The Company has not issued
shares with differential voting rights. It has neither issued employee
stock options nor sweat equity shares and does not have any scheme to
fund its employees to purchase the shares of the Company.
As on 31st March, 2015, Mrs. Sarayu Somaiya, Director of the Company
holds 69.83% shares of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET
AND THE DATE OF REPORT
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end
of the Financial Year of the Company to which the Financial Statements
relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption:
The Company has no particulars to report regarding conservation of
energy, technology absorption as required under Section 134(3)(m) of
the Companies Act, 2013 read with Rules there under.
B. Foreign exchange earnings and outgo:
Sr. No. Particulars Amt in Rs.
1 Foreign Exchange earned in terms of actual inflows during Nil
2 Foreign Exchange outgo in terms of actual outflows during Nil
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company is committed to improve quality of lives of people in the
community its serves through long term stakeholder value creation, with
special focus on skills development. The Company does not have to
mandatorily constitute a Corporate Social Responsibility (CSR)
Committee in accordance with Section 135 of the Companies Act, 2013.
The company fully understands its role in society and is committed for
sustainable & inclusive growth of people & the environment around its
BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION
During the year, the Board has carried out an annual evaluation of its
own performance & performance of the Directors.
Your Company has constituted Nomination and Remuneration Committee,
which as per the provisions of Companies Act 2013 has defined the
evaluation criteria, procedure and time schedule for the Performance
Evaluation process for the Board, its Committees and Directors. The
criteria for Board Evaluation inter alia include degree of fulfillment
of key responsibilities, Board structure and composition, establishment
and delineation of responsibilities to various Committees,
effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as
attendance and contribution at Board/ Committee Meetings and guidance/
support to the management outside Board/ Committee Meetings. In
addition, the Chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active
engagement by all Board members and motivating and providing guidance
to the Management. Criteria for evaluation of the Committees of the
Board include degree of fulfillment of key responsibilities, adequacy
of Committee composition and effectiveness of meetings. The procedure
followed for the performance evaluation of the Board, Committees and
Directors is detailed in the Directors'' Report.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF DIRECTORS:
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178(3) of the Companies Act
In accordance with the above criteria, a Director will be considered as
an ''Independent Director'' if he/ she meet with the criteria for
''Independent Director'' as laid down in the Act.
A transparent Board nomination process is in place that encourages
diversity of thought, experience, knowledge, perspective, age and
gender. It is also ensured that the Board has an appropriate blend of
functional and industry expertise. While recommending the appointment
of a Director, the Nomination and Remuneration Committee considers the
manner in which the function and domain expertise of the individual
will contribute to the overall skill-domain mix of the Board.
In addition to the duties as prescribed under the Act, the Directors on
the Board of the Company are also expected to demonstrate high
standards of ethical behavior, strong interpersonal and communication
skills and soundness of judgment. Independent Directors are also
expected to abide by the ''Code for Independent Directors'' as outlined
in Schedule IV to the Act.
The Company has adopted a Policy for remuneration of Directors, Key
Managerial Personnel and other employees, which is aligned to its
overall Human resource philosophy. The key factors considered in
formulating the Policy are as under:
(a) the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(c) remuneration to Directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the Company and its goals.
The key principles governing the Company''s Remuneration Policy are as
Remuneration for independent Directors and non-independent
* Independent Directors (''ID'') and non-independent non-executive
Directors (''NED'') may be paid sitting fees for attending the Meetings
of the Board and of Committees of which they may be members, and
commission within regulatory limits, as recommended by the Nomination
and Remuneration Committee (''NRC'') and approved by the Board.
* Overall remuneration should be reasonable and sufficient to attract,
retain and motivate Directors aligned to the requirements of the
Company, taking into consideration the challenges faced by the Company
and its future growth imperatives. Remuneration paid should be
reflective of the size of the Company, complexity of the sector/
industry/ Company''s operations and the Company''s capacity to pay the
remuneration and be consistent with recognized best practices.
* The aggregate commission payable to all the NEDs and IDs will be
recommended by the NRC to the Board based on Company performance,
profits, return to investors, shareholder value creation and any other
significant qualitative parameters as may be decided by the Board. The
NRC will recommend to the Board the quantum of commission for each
Director based upon the outcome of the evaluation process which is
driven by various factors including attendance and time spent in the
Board and Committee Meetings, individual contributions at the meetings
and contributions made by Directors other than in meetings.
* The remuneration payable to Directors shall be inclusive of any
remuneration payable for services rendered in any other capacity,
unless the services rendered are of a professional nature and the NRC
is of the opinion that the Director possesses requisite qualification
for the practice of the profession.
Policy on Remuneration for Managing Director (''MD'') / Executive
Directors (''ED'') / Key Managerial Personnel (''KMP'')/ rest of the
* The extent of overall remuneration should be sufficient to attract
and retain talented and qualified individuals suitable for every role.
Hence remuneration should be market competitive, driven by the role
played by the individual, reflective of the size of the Company,
complexity of the sector/ industry/ Company''s operations and the
Company''s capacity to pay, consistent with recognized best practices
and aligned to any regulatory requirements. Basic/ fixed salary is
provided to all employees to ensure that there is a steady income in
line with their skills and experience.
* In addition, the Company provides employees with certain perquisites,
allowances and benefits to enable a certain level of lifestyle and to
offer scope for savings. The Company also provides all employees with a
social security net subject to limits, by covering medical expenses and
hospitalization through re-imbursements or insurance cover and
accidental death and dismemberment through personal accident insurance.
The Company provides retirement benefits as applicable.
* In addition to the basic/ fixed salary, benefits, perquisites and
allowances as provided above, the Company provides MD/ EDs such
remuneration by way of commission, calculated with reference to the net
profits of the Company in a particular financial year, as may be
determined by the Board, subject to the overall ceilings stipulated in
Section 197 of the Companies Act, 2013. The specific amount payable to
the MD/ EDs would be based on performance as evaluated by the NRC and
approved by the Board.
* The Company provides the rest of the employees a performance linked
bonus. The performance linked bonus would be driven by the outcome of
the performance appraisal process and the performance of the Company.
Presently, Mrs. Sarayu Somaiya (Director) & Mr. Hemang Joshi (KMP), of
the Company draws remuneration from the subsidiary, whereas no
remuneration from the holding company is paid.
DIRECTORS'' RESPONSIBILITY STATEMENT
The directors report that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
ii) 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 the company at the end of the financial year and of the profit and
loss account of the company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern
v) The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively and
vi) 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.
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the
Act. In the opinion of the Board, they fulfill the conditions of
independence as specified in the Act and the Rules made there under and
are independent of the management.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your company has one subsidiary namely ''Netesoft India Limited''.
Currently Netesoft India Limited is carrying its activities in offering
services for creative graphic designs & also in trading and investment
in financial market instruments.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 (the Act) and Accounting
Standard (AS) - 21 on Consolidated Financial Statements read with AS -
23 on Accounting for Investments in Associates and AS - 27 on Financial
Reporting of Interests in Joint Ventures, your company''s Consolidated
Financial Statements duly audited by the Statutory Auditors, are
presented in this Annual Report along with Form AOC-1.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
The Company has zero tolerance for sexual harassment and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
the Workplace, in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules there under. The Company has not received any complaint
of sexual harassment during the financial year 2014-15.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism. It is affirmed that no personnel of the Company has been
denied access to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or
Courts or Tribunals which would impact the going concern status of the
Company and its future operations.
(1) Statutory Auditors:
M/s. D N Kanabar & Co., Chartered Accountants, Mumbai, are the
statutory auditors of the Company and hold office till the conclusion
of the forthcoming Annual General Meeting (AGM). They have furnished a
certificate, confirming that if re-appointed, the re-appointment will
be in accordance with Section 139 read with Section 141 of the Act.
Pursuant to the provisions of the Act and the Rules made there under,
it is proposed to appoint them as the statutory auditors of the Company
from the conclusion of the forthcoming AGM till the conclusion of the
34th AGM, subject to ratification of their appointment at the AGM to be
held in 2016. Members are requested to consider the re-appointment of
M/s. D N Kanabar & Co., Chartered Accountants, Mumbai and authorize the
Board of Directors to fix their remuneration.
(2) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed M/s. Hardik Savla & Co,
a Company Secretary in Practice to undertake the Secretarial Audit of
the Company for the year ended 31st March, 2015. The Secretarial Audit
Report is annexed to this report.
The Auditors'' Report and the Secretarial Audit Report for the financial
year ended 31st March, 2015 do not contain any qualification,
reservation, adverse remark or disclaimer.
LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed only with BSE Limited. We
confirm that, your Company has paid the listing fees for the financial
year 2015-2016. Further to inform you that equity shares of your
Company were suspended from trading w.e.f. March 4, 2015.
Your Company has filed detailed representations with BSE Limited urging
for revocation of suspension from trading of equity shares. Members of
the Board of Directors of your Company have represented before the
Disciplinary Committee of BSE Limited on April 21, 2015 and have made
detailed submissions and have made out a prima facie case for
revocation of suspension from trading of equity shares of the Company.
At the venue of AGM, a file containing all submissions made by the
Company with the BSE shall be kept open for inspection by the members
of the Company.
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Clause 49 of the Listing Agreement does not apply to the
Company in Accordance with SEBI circular CIR/CFD/POLICYCELL/7/2014
dated 15-09-2014. Therefore no separate section on Management''s
Discussion and Analysis, Corporate governance is annexed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186
During the year, the Company has not given any loan or guarantee, or
provided security, or has made any investment which would be required
to be reported under section 186 of the companies Act 2013. The
closing balances of investments which would be covered under Section
186 of the Companies Act, 2013, are disclosed in the Schedule of
Non-Current Investments in the Financial Statements. The Company has
not granted any Loans and Guarantees.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013
The contracts or arrangements entered into by the Company with Related
Parties have been done at arm''s length and are in the ordinary course
of business and are immaterial in nature. Hence, no particulars are
being provided in Form AOC-2 as mandated pursuant to the provisions of
Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the
Companies (Accounts) Rules, 2014.
THE EXTRACT OF ANNUAL RETURN
Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of
the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts)
Rules 2014 and Rule 12 of Companies (Management & Administration)
Rules, 2014 is annexed hereto and forms part of this report.
MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES
Your company has not paid any managerial remuneration during the period
under review, therefore no Disclosures in the Board Report as required
under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is
provided and further your Company also has not employed any person at a
remuneration in excess of the limit set out in the said Rules.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :
At the Annual General Meeting of the Company held on September 27,
2014, the Members had approved the appointment of Mr. Ajay Shanghavi as
Independent Director for a term of five years as per the provisions of
Companies Act 2013, whereas Mrs. Sarayu Somaiya was reappointed as a
director liable to retire by rotation. Other than the above it is be
noted that no Director or Key Managerial Person has been appointed or
has retired or resigned during the year.
Mr. Nishant Upadhyay was appointed as Additional Director (Independent)
on April 1, 2015. Further Board has also designated Mr. Hemang Joshi as
CFO, Mr. Basanta Behera as CEO and appointed Mr. Nilesh Amrutkar as
Company Secretary of the company as per the requirements of section 203
of the companies Act 2013 on April 1, 2015.
In accordance with the provisions of Section 152 of the Act and in
terms of Articles of Association of the Company, Mr. Rasik Somaiya
retires and is eligible for re-appointment.
BOARD AND COMMITTEE MEETINGS
Five Board Meetings were convened and held during the year i.e. on May
30, 2015, August 14, 2015, August 22, 2015, November 14, 2015 and
February 13, 2015. The Board has constituted an Audit Committee as well
as Nomination & Remuneration Committee with Mr. Ajay Shanghavi as
Chairman and Mr. Rasik Somaiya, Mr. Nishant Upadhyay as Members. There
have not been any instances when recommendations of the Audit Committee
were not accepted by the Board.
The intervening gap between the Meetings was within the period
prescribed under the Act.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS
OF CHAPTER V OF THE COMPANIES ACT, 2013:
Your Company has not accepted any fixed deposits covered under chapter
V of the Companies Act, 2013 and, as such, no amount of principal or
interest was outstanding on the date of Balance Sheet.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company''s 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 Company''s 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.
Your Directors wish to place on record their appreciation for the whole
hearted and sincere co- operation 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 of Directors
FOR UNITED INTERACTIVE LIMITED
Date: May 30, 2015
Sarayu Somaiya Rasik Somaiya