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' or ‘Unipro') along with the audited "Financial
statement for the "Fiscal Year ended March 31, 2025.
1. Financial summary/highlights,
The performance during the period ended 31st March, 2025 has been as under:
(Amount in Lakhs)
Particulars |
Standalone |
|
|
2024-25 |
2023-24 |
| Turnover/Income (Gross) |
- |
- |
| Other Income |
6.63 |
- |
| Profit/loss before Depreciation, Finance Costs, |
(34.81) |
(258.71) |
| Exceptional items and Tax Expense |
|
|
| Less: Depreciation/ Amortisation/ Impairment |
0.19 |
0.38 |
| Profit /loss before Finance Costs, Exceptional items |
(35) |
(259.09) |
| and Tax Expense |
|
|
| Less: Finance Costs |
0.03 |
0.18 |
| Profit /loss before Exceptional items and Tax |
(35.03) |
(259.27) |
| Expense |
|
|
| Add/(less): Exceptional items |
- |
- |
| Profit /loss before Tax Expense |
(35.03) |
(259.27) |
| Less: Tax Expense (Current & Deferred) |
|
|
| Profit /loss for the year (1) |
(35.03) |
(259.27) |
| Total Comprehensive Income/loss (2) |
- |
- |
| Total (1+2) |
(35.03) |
(259.27) |
| Balance of profit /loss for earlier years |
|
|
| Less: Transfer to Debenture Redemption Reserve |
0 |
0 |
| Less: Transfer to Reserves |
0 |
0 |
| Less: Dividend paid on Equity Shares |
0 |
0 |
| Less: Dividend paid on Preference Shares |
0 |
0 |
| Less: Dividend Distribution Tax |
0 |
0 |
| Balance carried forward |
(35.03) |
(259.27) |
2. Overview & state of the company's affairs:
During the year under review, the Company has recorded no income and loss of Rs. 35.03
lakhs as against no income and loss of Rs. 259.27 lacs in the previous financial year
ending 31.03.2024.
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:
Keeping the Company's growth plans in mind, your directors have decided not to
recommend dividend for the year
5. Investor Relations:
The Company continuously strives for excellence in its Investor Relations engagement
with International and Domestic investors through structured conference-calls and periodic
investor/analyst interactions like individual meetings, participation in investor
conferences, quarterly earnings calls and analyst meet from time to time. The Company
ensures that critical information about the Company is available to all the investors, by
uploading all such information on the Company's website.
6. 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.
7. Significant & material orders passed by the regulators or courts or tribunals:
The details of significant and material orders passed by the Regulators /Courts and
Appellate Tribunals, during the year under review and till the date of this report are
mentioned hereunder:
The Company approached the Hon'ble Securities Appellate Tribunal, Mumbai, seeking
restoration of its listing status on BSE Limited, which had been revoked pursuant to the
order passed by the BSE Delisting Committee vide its order dated 05.01.2024. The Company
submitted a detailed appeal, highlighting the grounds on which the delisting order was
contested, and requested immediate reinstatement of its securities to the exchange.
After considering the submissions and the merits of the case, the Hon'ble Securities
Appellate Tribunal, Mumbai, vide its order dated 25.02.2025, directed that the
Company's listing on BSE Limited shall be restored forthwith. Additionally, the
Tribunal ordered that the demat accounts of the promoters of the appellant Company,
which had been frozen in connection with the delisting proceedings, shall be defreezed
immediately to enable normal trading and transfer of shares.
8. Transfer of un-claimed dividend to Investor Education and Protection:
The Company has not transferred any amount against un-claimed dividend to Investor
Education and Protection Fund during the period under report. .
9. Details of Nodal Officer:
The Company has designated Mr. D. V. Ramana Reddy as a Nodal Officer for the purpose of
IEPF.
10. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due
date is required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government During the Year, the Company
has not transferred any amount to Investor Education and Protection Fund
11. Revision of financial statements:
There was no revision of the financial statements for the year under review.
12. Change in the nature of business, if any:
The Company has not undergone any change in the nature of business during the FY
2024-25.
13. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March
31, 2025 and as such, no amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
Since the Company has not accepted any deposits during the Financial Year ended March
31, 2025, there has been no non-compliance with the requirements of the Act.
14. Companies which have become or ceased to be subsidiaries:
The Company has no subsidiaries during the Financial Year ended March 31, 2025, Since
the Company has not subsidiaries during the Financial Year ended March 31, 2025, there has
been no non-compliance with the requirements of the Act.
15. Corporate Governance and Code of Conduct:
The Company is having paid up equity share capital not exceeding rupees ten crore and
net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year i.e 31st March 2025, is exempt under Regulation 15(2) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, The Company is accordingly filing declaration, with Stock Exchange (i.e., BSE
Limited), of non-applicability of provisions of corporate governance as mentioned in
concerned regulation. Therefore, declaration/certification/information required to be
disclosed as per Para C, D and E of Schedule V read with Regulation 34 are not applicable
to the Company and hence, Corporate Governance Report, Declaration and Compliance
Certificate pursuant to Para C, D and E of Schedule V of Listing Regulations,
respectively, not attached to this report.
16. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in
a separate section and forming part of this Board Report & Annual Report.
17. Familiarisation Programme for the Independent Directors
The Company conducts Familiarization Programme for Independent Directors to provide
them an opportunity to familiarize with the Company, its management and its operations so
as to gain a clear understanding of their roles and responsibilities. They have full
opportunity to interact with Senior Management Personnel and are provided all documents
required and sought by them for enabling them to have a good understanding of the Company,
its various operations and the industry of which it is a part.
The details of familiarization programme imparted to the Independent Directors of the
Company has been disclosed on the website of the Company and can be accessed through the
following link at: http://www.uniproltd.com.
18. Board Evaluation:
Performance of the Board and Board Committees was evaluated on various parameters such
as structure, composition, diversity, experience, corporate governance competencies,
performance of specific duties and obligations, quality of decision-making and overall
Board effectiveness. Performance of individual Directors was evaluated on parameters such
as meeting attendance, participation and contribution, engagement with colleagues on the
Board, responsibility towards stakeholders and independent judgement. All the Directors
were subjected to peer-evaluation.
All the Directors participated in the evaluation process. The results of evaluation
were discussed in the Board meeting held in February 2025. The Board discussed the
performance evaluation reports of the Board, Board Committees, Individual Directors, and
Independent External Persons. The Board upon discussion noted the suggestions / inputs of
the Directors. Recommendations arising from this entire process were deliberated upon by
the Board to augment its effectiveness and optimize individual strengths of the Directors.
Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the
provisions of the Act, an annual Board effectiveness evaluation was conducted for FY
2024-25 on February 13, 2025, involving the following:
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 13th, 2025, 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.
(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 judgement, 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.
19. 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, 2025, the Company's Board comprised of Five
Directors, out of which Two are promoter Directors. In addition, there are three
independent Directors on the Board. 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.
20. Meetings of the Board:
The Board of Directors duly met Four (4) times on 30.05.2024, 14.08.2024, 14.11.2024
and 13.02.2025 and in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.
Name of Director |
Relationship with other Directors |
Category |
No. of Meeting s Held |
No. of Meetings Attended |
Whether Attended Last AGM |
Mr. D.V. Ramana Reddy |
Spouse of Mrs. D. Aparna Reddy, Whole Time Director |
Promoter- Executive |
4 |
4 |
Yes |
Mrs. D. Aparna Reddy |
Spouse of Mr. D.V. Ramana Reddy, Managing Director |
Promoter- Executive |
4 |
4 |
Yes |
Mr.S. Somshekar |
None |
Independent Director |
4 |
4 |
Yes |
Mr. B. Mallikarjun Reddy |
None |
Independent Director |
4 |
4 |
Yes |
Mr. K. Ramgopal Reddy |
None |
Independent Director |
4 |
4 |
Yes |
21. Governance Structure:
Board of Directors: Provides strategic direction, formulates and ensures long-term
business strategy, enhances shareholder value, and safeguards stakeholder interests.
Board Committees: Leverage specialized expertise to provide insightful
recommendations, ensure effective oversight, and guide strategic direction across key
operational areas.
Management: Implements policies, procedures, and oversees day-to-day operations,
driving effective execution
22. Unipro code of conduct for the prevention of insider trading:
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company. The policy has been
formulated to regulate, monitor and ensure reporting of deals by employees and to maintain
the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website www.uniproltd.com
23. Committees of the board:
The Company has four Board-level Committees - Audit Committee, Stakeholder Relationship
Committee, Nomination & Remuneration Committee.
All decisions pertaining to the constitution of Committees, appointment of members and
fixing of terms of service for Committee members are taken by the Board of Directors.
24. Audit committee:
Terms of reference of Audit committee covers all the matters prescribed under
Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.
The Audit Committee acts as an interface between the Statutory and Internal Auditors,
the Management, and the Board. It assists the Board in fulfilling its responsibilities of
monitoring financial reporting processes; reviewing the Company's established systems and
processes for internal financial controls and governance; and reviews the Company's
statutory and internal audit processes.
A. Brief Description of Terms of Reference: -
Overview of the Company's financial reporting process and disclosure of its financial
information to ensure that the financial statements reflect a true and fair position and
that sufficient and credible information is disclosed.
(1) oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
(2) recommendation for appointment, remuneration and terms of appointment of auditors
of the listed entity; (3) approval of payment to statutory auditors for any other services
rendered by the statutory auditors; (4) Review and monitor the auditor's independence and
performance, and effectiveness of audit process. (5) reviewing, with the management, the
annual financial statements and auditor's report thereon before submission to the board
for approval, with particular reference to:
(a) matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013; (b) changes, if any, in accounting policies and practices and
reasons for the same; (c) major accounting entries involving estimates based on the
exercise of judgment by management; (d) significant adjustments made in the financial
statements arising out of audit findings; (e) compliance with listing and other legal
requirements relating to financial statements; (f) disclosure of any related party
transactions; (g) modified opinion(s) in the draft audit report;
(6) reviewing, with the management, the quarterly financial statements before
submission to the board for approval; (7) To review the financial statements, in
particular, the investments made by the unlisted subsidiary Company. (8) reviewing, with
the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized
for purposes other than those stated in the offer document / prospectus / notice and the
report submitted by the monitoring agency monitoring the utilisation of proceeds of a
public issue or rights issue or preferential issue or qualified institutions placement],
and making appropriate recommendations to the board to take up steps in this matter;
(9) To formulate the scope, functioning, periodicity and methodology for conducting the
internal audit in consultation with the Internal Auditor.
(10) Reviewing, with the management, performance of statutory and internal auditors,
and adequacy of the internal control systems.
(11) Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
(12) Discussion with internal auditors any significant findings and follow up there on.
(13) Reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board.
(14) Discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern.
(15) To look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors.
(16) To review the functioning of the Whistle Blower mechanism.
(17) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience and background, etc. of the candidate.
(18) Valuation of undertakings or assets of the Company, wherever it is necessary. (19)
Scrutiny of inter-corporate loans and investments. (20) Evaluation of internal financial
controls and risk management systems.
(21) Approval or any subsequent modification of transactions of the Company with
related parties.
(22) appoint a person having such qualifications and experience and registered as a
valuer in such manner, on such terms and conditions as may be prescribed and appointed by
the audit Committee for valuation, if required to be made, in respect of any property,
stocks, shares, debentures, securities or goodwill or any other assets or net worth of a
Company or its liabilities.
(23) To ensure proper system for storage, retrieval, display or printout of the
electronic records as deemed appropriate and such records shall not be disposed of or
rendered unusable, unless permitted by law provided that the back-up of the books of
account and other books and papers of the Company maintained in electronic mode, including
at a place outside India, if any, shall be kept in servers physically located in India on
a periodic basis.
(24) Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans/advances / investments existing as
on the date of coming into force of this provision.
(25) Reviewing the compliances under SEBI (Prohibition of Insider Trading) Regulations,
2015, at least once in a financial year and verify that the systems for internal control
are adequate and are operating effectively.
(26) To consider and comment on rationale, cost-benefits and impact of schemes
involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
(27) Carrying out any other function as is mentioned in the terms of reference of the
Committee.
B. The Audit Committee shall have powers, which should include the following:
a. To investigate any activity within its terms of reference. b. To seek information
from any employee. c. To obtain outside legal or other professional advice. d. To secure
attendance of outsiders with relevant expertise, if it considered necessary.
C. The audit committee shall mandatorily review the following information:
1. management discussion and analysis of financial condition and results of operations;
2. management letters / letters of internal control weaknesses issued by the statutory
auditors; 3. internal audit reports relating to internal control weaknesses; and 4. the
appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee. 5. statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7).
D. Composition, Meetings & Attendance:
The Audit Committee of the Company is constituted in accordance with the provisions of
Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All
members of the Committee are financially literate, with Mr. S. Vijaya Saradhi, as Chairman
of the Committee, having the relevant accounting and financial management expertise.
The composition of the Audit Committee and the details of the meetings attended by its
members during the financial year ended 31st March 2025 are as under:
Name |
Designation |
Category |
No of Meetings held |
No of Meetings attended |
Mr. K. Ramgopal Reddy |
Chairman |
NED(I) |
4 |
4 |
Mr. B. Mallikarjun Reddy |
Member |
NED(I) |
4 |
4 |
| Mr. S. Somshekar |
Member |
NED(I) |
4 |
4 |
The Audit Committee met 4 times during the financial year 2024-25 and the gap between
any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings
held were: 30th May 2024, 14th August 2024, 14th November
2024 and 13th February 2025. Requisite quorum was present at the above
Meetings.
All the recommendations of the Audit Committee have been accepted by the Board of
Directors.
During the year, the Audit Committee inter alia reviewed key audit findings covering
Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks
affecting the Company which were presented to the Committee. The Chairman of the Audit
Committee briefed the Board members on the significant discussions which took place at
Audit Committee Meetings.
The Chairman of the Audit Committee was present at the Annual General Meeting of the
Company held on 30th September, 2024.
25. Nomination and remuneration committee:
The Nomination and Remuneration Committee (‘NRC') functions in accordance with
Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter
adopted by the Board.
The NRC is vested with all the necessary powers, authority to identify persons who are
qualified to become Directors, Key Managerial Personnel and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal, and shall carry out evaluation of every Director's performance.
Terms of Reference: The terms of reference of the Nomination & Remuneration
Committee, inter alia, includes the following: a. Formulation of the criteria for
determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;
b. Formulation of criteria for evaluation of performance of independent directors and
the Board;
c. Devising a policy on Board diversity;
d. Identifying persons who are qualified to become directors of the Company and who may
be appointed in senior management in accordance with the criteria laid down, and recommend
to the Board their appointment and removal. The Company shall disclose the remuneration
policy and the evaluation criteria in its annual report;
e. Analysing, monitoring and reviewing various human resource and compensation matters,
including the compensation strategy;
f. Determining the Company's policy on specific remuneration packages for executive
directors including pension rights and any compensation payment.
g. Recommending the remuneration, in whatever form, payable to non-executive directors
and the senior management personnel and other staff (as deemed necessary);
h. Reviewing and approving compensation strategy from time to time in the context of
the then current Indian market in accordance with applicable laws;
i. Determining whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors;
j. Perform such functions as are required to be performed by the compensation committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021;
k. Administering the employee stock option scheme/plan approved by the Board and
shareholders of the Company in accordance with the terms of such scheme/plan
("ESOP Scheme") including the following:
i. Determining the eligibility of employees to participate under the ESOP Scheme. ii.
Determining the quantum of option to be granted under the ESOP Scheme per employee and in
aggregate; iii. Date of grant; iv. Determining the exercise price of the option under the
ESOP Scheme;
l. Construing and interpreting the employee stock option scheme/plan approved by the
Board and shareholders of the Company in accordance with the terms of such scheme/ plan
("ESOP Scheme") and any agreements defining the rights and obligations of the
Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the ESOP Scheme;
m. Framing suitable policies, procedures and systems to ensure that there is no
violation of securities laws, as amended from time to time, including:
i. the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended; and
ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices Relating to the Securities Market) Regulations, 2003, as amended, by the
Company and its employees, as applicable;
n. Performing such other activities as may be delegated by the Board of Directors and/
or are statutorily prescribed under any law to be attended by the Nomination and
Remuneration Committee; and
o. Such terms of reference as may be prescribed under the Companies Act, SEBI Listing
Regulations or other applicable laws or by any other regulatory authority.
The Nomination and Remuneration Committee, while formulating the above policy, should
ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract,
retain and motivate directors of the quality required to run our Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay, reflecting the short and long term
performance objectives appropriate to the working of the Company and its goals
(iv)The conditions under which option may vest in employee and may lapse in case of
termination of employment for misconduct;
(v) The exercise period within which the employee should exercise the option and that
option would lapse on failure to exercise the option within the exercise period;
(vi)The specified time period within which the employee shall exercise the vested
option in the event of termination or resignation of an employee;
(vii) The right of an employee to exercise all the options vested in him at one time or
at various points of time within the exercise period;
(viii) Re-pricing of the options which are not exercised, whether or not they have been
vested if stock option rendered unattractive due to fall in the market price of the equity
shares;
(ix) Re-pricing of the options which are not exercised, whether or not they have been
vested if stock option rendered unattractive due to fall in the market price of the equity
shares;
(x) The grant, vest and exercise of option in case of employees who are on long leave;
(xi) Allow exercise of unvested options on such terms and conditions as it may deem
fit; xii. The procedure for cashless exercise of options;
(xii) Forfeiture/ cancellation of options granted;
(xiii) Formulating and implementing the procedure for making a fair and reasonable
adjustment to the number of options and to the exercise price in case of corporate actions
such as rights issues, bonus issues, merger, sale of division and others. In this regard
following shall be taken into consideration:
• the number and the price of stock option shall be adjusted in a manner such that
total value of the option to the employee remains the same after the corporate action;
• for this purpose, global best practices in this area including the procedures
followed by the derivative markets in India and abroad may be considered; and the vesting
period and the life of the options shall be left unaltered as far as possible to protect
the rights of the employee who is granted such option
Composition of the committee, meetings and attendance during the year:
There were Two Nomination and Remuneration Committee Meetings held during the financial
year 2024-25 on 17.01.2024 and 13.02.2025.
Name |
Designation |
Category |
No of Meetings held |
No of Meetings attended |
Mr. K. Ramgopal Reddy |
Chairman |
NED(I) |
4 |
4 |
Mr. B. Mallikarjun Reddy |
Member |
NED(I) |
4 |
4 |
| Mr. S. Somshekar |
Member |
NED(I) |
4 |
4 |
26. Performance evaluation criteria for independent directors:
The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the company's business.
Policy:
1. The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and
its individual members. The objective is to have a board with diverse background and
experience that are relevant for the Company's operations.
2. In evaluating the suitability of individual Board member the NR Committee may take
into account factors, such as:
• General understanding of the company's business dynamics, global business and
social perspective;
• Educational and professional background
• Standing in the profession;
• Personal and professional ethics, integrity and values;
• Willingness to devote sufficient time and energy in carrying out their duties
and responsibilities effectively.
2.1 The proposed appointee shall also fulfil the following requirements: • shall
possess a Director Identification Number; • shall not be disqualified under the
companies Act, 2013;
• shall endeavour to attend all Board Meeting and Wherever he is appointed as a
Committee Member, the Committee Meeting;
• shall abide by the code of Conduct established by the company for Directors and
senior Management personnel;
• shall disclose his concern or interest in any company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meeting of the Board in every financial year and thereafter whenever there is a
change in the disclosures already made;
• Such other requirements as may be prescribed, from time to time, under the
companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 and other relevant laws.
3. Criteria of independence
3.1 The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when any new interest
or relationships are disclosed by a Director.
3.2 The criteria of independence shall be in accordance with guidelines as laid down in
companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
3.3 The independent Director shall abide by the "code for independent Directors
"as specified in Schedule IV to the companies Act, 2013.
4. Other directorships/ committee memberships
4.1 The Board members are expected to have adequate time and expertise and experience
to contribute to effective Board performance. Accordingly, members should voluntarily
limit their directorships in other listed public limited companies in such a way that it
does not interfere with their role as director of the company. The NRC Committee shall
take into account the nature of and the time involved in a director's service on other
Boards, in evaluating the suitability of the individual
Director and making its recommendations to the Board.
4.2 A Director shall not serve as director in more than 20 companies of which not more
than 10 shall be public limited companies.
4.3 A Director shall not serve as an independent Director in more than 7 listed
companies and not more than 3 listed companies in case he is serving as a whole-time
Director in any listed company.
4.4 A Director shall not be a member in more than 10 committees or act as chairman of
more than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit committee and
stakeholder's relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under section 8 of the companies Act, 2013 shall be
excluded.
27. Pecuniary Relationship or Transactions of the Non-Executive Directors Vis-?Vis the
Listed Company:
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.
A. Criteria for making payments to non-executive directors:
Policy:
1. Remuneration to Executive Director and key managerial personnel
1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee
shall review and approve the remuneration payable to the Executive Director of the company
within the overall limit approved by the shareholders.
1.2 The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the company.
1.3 The remuneration structure to the Executive Director and key managerial personnel
shall include the following components: (i) Basic pay (ii) Perquisites and Allowances
(iii) Stock Options (iv) Commission (Applicable in case of Executive Directors) (v)
Retrial benefits (vi) Annual performance Bonus
1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance Bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.
2. Remuneration to Non Executive Directors
2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non Executive Directors of the Company within the overall
limits approved by the shareholders.
2.2 Non Executive Directors shall be entitled to sitting fees attending the meetings of
the Board and the Committees thereof. The Non- Executive Directors shall also be entitled
to profit related commission in addition to the sitting fees.
3. Remuneration to other employees
3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and
prevailing remuneration levels for equivalent jobs.
28. Independent directors' meeting:
As per clause 7 of the schedule IV of the Companies Act (Code for Independent
Directors), a separate meeting of the Independent Directors of the Company (without the
attendance of Non-Independent directors) was held on 13.02.2025, to discuss:
1. Evaluation of the performance of Non-Independent Directors and the Board of
Directors as whole;
2. Evaluation of the quality, content and timelines of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
All the Independent Directors of the Company were present at the meeting.
As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, the company regularly familiarizes
Independent Directors 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. The details of the familiarization program is given at company's website
(www.uniproltd.com/ Investor Relations).
i) Remuneration policy:
The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.
The remuneration levels are governed by industry pattern, qualifications and experience
of the Directors, responsibilities should and individual performance.
Policy for selection of directors and determining directors' independence:
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to determine
the independence of Directors, in case of their appointment as independent Directors of
the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
2.3 "Independent Director" means a director referred to in sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.
Remuneration policy for Directors, key managerial personnel and other employees:
1. Scope:
1.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the directors, key managerial
personnel and other employees of the company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means a director appointed to the Board of the company. 2.2
"Key Managerial Personnel" means
(i) The Chief Executive Office or the Managing Director or the Manager; (ii) The
Company Secretary; (iii) The Whole-Time Director; (iv) The Chief Finance Officer; and (v)
Such other office as may be prescribed under the companies Act, 2013 2.3"Nomination
and Remuneration committee" means the committee constituted by Board in accordance
with the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
29. Stakeholder's relationship committee:
Terms of reference of the committee comprise of various matters provided under
Regulation 20 of the Listing Regulations and section 178 of the Act, 2013 which inter-alia
include:
(a) Redressal of all security holders' and investors' grievances such as complaints
related to transfer of shares, including non-receipt of share certificates and review of
cases for refusal of transfer/transmission of shares and debentures, dematerialisation and
re-materialisation of shares, non-receipt of balance sheet, non-receipt of declared
dividends, non-receipt of annual reports, etc., assisting with quarterly reporting of such
complaints and formulating procedures in line with statutory guidelines to ensure speedy
disposal of various requests received from shareholders;
(b) Reviewing of measures taken for effective exercise of voting rights by
shareholders;
(c) Investigating complaints relating to allotment of shares, approval of transfer or
transmission of shares, debentures or any other securities; (d) Giving effect to all
transfer/transmission of shares and debentures, dematerialisation of shares and
re-materialisation of shares, split and issue of duplicate/consolidated share
certificates, compliance with all the requirements related to shares, debentures and other
securities from time to time
(e) Reviewing the measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company;
(f) Reviewing the adherence to the service standards by the Company with respect to
various services rendered by the registrar and transfer agent of our Company and to
recommend measures for overall improvement in the quality of investor services;
(g) Carrying out such other functions as may be specified by the Board from time to
time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any
other regulatory authority;
(h) To approve allotment of shares, debentures or any other securities as per the
authority conferred / to be conferred to the Committee by the Board of Directors from time
to time;
(i) To approve requests for transfer, transposition, deletion, consolidation,
subdivision, change of name, dematerialization, rematerialisation etc. of shares,
debentures and other securities;
(j) To monitor and expedite the status and process of dematerialization and
rematerialisation of shares, debentures and other securities of the Company; and
(k) Such terms of reference as may be prescribed under the Companies Act and SEBI
Listing Regulations
The Committee comprises of 3 independent Directors. In the financial year 2024-25, 4
meetings of the Committee were held on 30th May 2024, 14th August
2024, 14th November 2024 and 13th February 2025. Composition of
committees and member's attendance at the meetings during the year are as under:
Name |
Designation |
Category |
No of Meetings held |
No of Meetings attended |
Mr. K. Ramgopal Reddy |
Chairman |
NED(I) |
4 |
4 |
Mr. B. Mallikarjun Reddy |
Member |
NED(I) |
4 |
4 |
| Mr. S. Somshekar |
Member |
NED(I) |
4 |
4 |
30. Name and designation of compliance officer:
Ms. Chandni Vardani is the Company Secretary & Compliance Officer of the Company.
31. Details of complaints/requests received, resolved and pending during the year
2024-25:
Number of complaints |
Number |
Number of complaints received from the investors comprising non-
receipt of securities sent for transfer and transmission, complaints received from SEBI /
Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on |
0 |
| Number of complaints resolved |
0 |
Number of complaints not resolved to the satisfaction of the investors
as on March 31, 2025 |
0 |
| Complaints pending as on March 31, 2025 |
0 |
| Number of Share transfers pending for approval, as on March 31, 2025 |
0 |
32. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
33. Directors and key managerial personnel:
As on date of this report, the Company has Nine Directors, out of those Six are
Independent Directors including one Woman Director.
a) Appointment/Re-appointment of Directors of the Company:
• Appointment of Mr. P S Vijayender Goud (DIN: 10715139) as an Independent
Director of the company in the ensuing AGM.
• Appointment of Mr. Eppalapalli Ramesh (DIN: 07470529) as an Independent Director
of the company in the ensuing AGM.
• Appointment of Mr. Sandra Sudheer Kumar (DIN: 09660439) as an Independent
Director of the company in the ensuing AGM.
• Appointment of Mr. Pudvi Raj Thandakamalla (DIN: 11194043) as a Whole Time
Director of the company in the ensuing AGM.
b) Resignation/ Cessation of Directors of the Company:
During the year, no Director resigned or ceased to be Director of the Company.
c) Retire By Rotation:
In terms of Section 152(6) of the Companies Act, 2013, Mr. D. V. Ramana Reddy (DIN:
02957936) Director of the Company is liable to retire by rotation at the forthcoming
Annual General Meeting. Based on the performance evaluation and recommendation of the
Nomination and Remuneration Committee, the Board recommends reappointment of Mr. D. V.
Ramana Reddy (DIN: 02957936) as Director of the Company.
d) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2024-25
• Mr. D. V. Ramana Reddy, Managing Director of the company.
• Mr. D. Aparna Reddy, Chief financial officer of the company.
• Mr. Chandni Vardani, Company Secretary & Compliance Officer of the Company.
34. Statutory audit and auditors report:
The members of the Company at their Annual General Meeting held on 30th September, 2024
have appointed M/s. M M Reddy & Co., as statutory auditors of the Company to hold
office until the conclusion of 39th Annual General meeting of the Company.
The Auditors' Report for fiscal year 2024-2025 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, 2025 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.
35. Secretarial Auditor & Audit Report:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of
the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy &
Associates, Practicing Company Secretary (CP No. 22563) as the Secretarial Auditor of the
Company, for conducting the Secretarial Audit for financial year ended March 31, 2025.
The Secretarial Audit was carried out by M/s. Chakravarthy & Associates, Practicing
Company Secretary (CP No. 22563) for the financial year ended March 31, 2025. The Report
given by the Secretarial Auditor is annexed and forms integral part of this Report.
Secretarial Auditors Qualification:
The qualifying remarks, reported by the Secretarial Auditor in their report for the
Financial Year ended 31st March, 2025 and the explanations of the management are tabulated
below:
S. No. |
Observation/ Qualification |
Explanation by the Management |
1. |
The Company did not appoint a Company Secretary during
the financial year 2024-25. |
We acknowledge the observation regarding the absence of
a Company Secretary during the financial year 2024 25. However, the Company has since
taken corrective action and appointed Ms. Chandni Vardani, a qualified Company Secretary
and Compliance Officer, with effect from January 17, 2025. |
2. |
Mr. K. Ramgopal Reddy, Mr. B. Mallikarjun Reddy, and Mr.
S. Somshekar, Independent Directors (IDs), have not registered/renewed their details in
the Independent Directors databank maintained by the Indian Institute of Corporate Affairs
(IICA) within the stipulated period. |
We acknowledge the auditor's observation concerning the
non-registration or renewal of Mr. K. Ramgopal Reddy, Mr. B. Mallikarjun Reddy, and Mr. S.
Somshekar. our independent directors, with the ID databank maintained by the Institute of
Corporate Affairs (IICA) within the stipulated period. We assure you that we will promptly
address this matter. We will ensure that all necessary registrations and renewals are
completed in compliance with regulatory requirements. |
3. |
Certain event-based e- Forms required to be filed with the ROC during
the audit period were not filed by the Company in a timely manner. |
We acknowledge the observation that certain event-based e-Forms required
to be filed with the Registrar of Companies (ROC) during the audit period were not
submitted. The delay was unintentional and occurred due to administrative and procedural
constraints. |
|
|
The Company is taking corrective measures to complete all pending
filings at the earliest. Additionally, steps are being taken to strengthen internal
compliance systems to ensure timely and accurate filing of all statutory forms in the
future. |
4. |
The Company did not provide declarations from Independent Directors as
required under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 149 and |
We acknowledge the observation that the Company did not provide
declarations from Independent Directors as required under Regulation 25(8) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section
149(7) and Schedule IV of the Companies Act, 2013, for audit verification. |
|
Schedule IV of the Companies Act, 2013, for audit verification. |
The omission was due to administrative oversight. The Company has since
taken corrective measures to obtain the necessary declarations from all Independent
Directors. |
|
|
These declarations have been duly recorded and are available for audit
verification. |
|
|
The Board has reviewed and taken on record the declarations submitted by
the Independent Directors, ensuring compliance with the applicable regulations. |
5. |
The Company failed to file Form ADT-3 for the resignation of the
Statutory Auditor during the financial year 2024-25. |
We acknowledge the observation that the Company did not file Form ADT-3
for the resignation of the Statutory Auditor during the financial year 2024 25. The delay
was due to administrative oversight. The Company is taking immediate corrective actions to
ensure compliance with the provisions of the Companies Act, 2013, and the Companies (Audit
and Auditors) Rules, 2014. |
6. |
The Company failed to file Form ADT-1 for the appointment of the
Statutory Auditor during the financial year 2024-25. |
We acknowledge the observation that the Company did not file Form ADT-1
for the appointment of the Statutory Auditor during the financial year 2024 25. The delay
was due to administrative oversight. The Company is taking immediate corrective actions to
ensure compliance with the provisions of the Companies Act, 2013, and the Companies (Audit
and Auditors) Rules, 2014. |
7. |
During the period under review, the Company remained continuously
suspended from trading by BSE Limited due to certain non-compliances with regulations,
lapses in corporate governance, and delays in submission of certain reports. |
We regret the suspension of trading and acknowledge the underlying
issues that led to this situation. The Company is fully committed to rectifying the
non-compliances, enhancing governance practices, and ensuring the timely submission of all
requisite reports. An action plan has been implemented to restore the Company's good
standing with BSE Limited and facilitate the earliest possible lifting of the trading
suspension. |
36. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities
carried out by the Company.
37. No Frauds reported by statutory auditors
During the Financial Year 2024-25, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
38. Declaration by the Company
None of the Directors of the Company are disqualified for being appointed as Directors
as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.
39. Annual Secretarial Compliance Report
The provisions of Regulation 24A of the Securities and Exchange Board of India
("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015
are not applicable to the Company. Accordingly, the Company is not required to submit
Annual Secretarial Compliance Report to the Stock Exchange.
40. 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
41. 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.
42. Details of utilization of funds:
During the year under review, the Company 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.
43. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company, prepared in accordance with Section 92(1) of the Act and
Rule 11 of the Companies (Management and Administration) Rules, 2014, for the financial
year 2024-25, is available in Form MGT-7 on the Company's website at the following URL:
https://www.uniproltd.com.
44. Insurance:
The properties and assets of your Company are adequately insured.
45. 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 and the company's paid up capital is Rs.
6,08,49,000/- divided into 60, 84,900 equity shares of Rs. 10/- each.
46. Particulars of Loans, Guarantees or Investments:
During the year the Company has not taken or given any loans, guarantees to/from any
person or entity and did not make/get any investments from any entity/Individual
47. Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b)
read with Regulation 25 of the Listing Regulations.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the PIDs of the Company have registered themselves with the India
Institute of Corporate Affairs (IICA), Manesar and have included their names in the
databank of Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).
48. 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
2025, 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 2025 and of the profit
and loss of the Company for the financial year ended 31 March 2025;
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.
49. 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.
50. Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to
Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling
stakeholders to report any concern of unethical behaviour, suspected fraud or violation.
The said policy inter-alia provides safeguard against victimization of the Whistle
Blower. Stakeholders including directors and employees have access to the Managing
Director & CEO and Chairperson of the Audit Committee.
The policy is available on the website of the Company at www.uniprolimited.com.
51. 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.
52. 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.
53. 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.
54. Investor Relations:
The Company continuously strives for excellence in its Investor Relations engagement
with International and Domestic investors through structured conference-calls and periodic
investor/ analyst interactions like individual meetings, participation in investor
conferences, quarterly earnings calls and analyst meet from time to time. The Company
ensures that critical information about the Company is available to all the investors, by
uploading all such information on the Company's website.
55. Policies:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website (https:// www.uniproltd.com/investors/ policies). The policies
are reviewed periodically by the Board and updated based on need and new compliance
requirement.
Name of the policy |
Brief Description |
Website link |
Board Diversity Policy |
At Unipro Technologies Limited, we believe that a truly diverse board
will leverage differences in thought, perspective, knowledge, skill, regional and industry
experience, cultural and geographical background, age, ethnicity, race and gender, which
will help us retain our competitive advantage. The Board has adopted the Board Diversity
Policy which sets out the approach to diversity of the Board of Directors. |
https://www.uniproltd.com |
Nomination and Remuneration Policy |
This policy formulates the criteria for determining qualifications,
competencies, positive attributes and independence for the appointment of a director
(executive / non-executive) and also the criteria for determining the remuneration of the
Directors, key managerial personnel and other employees. |
https://www.uniproltd.com |
Related Party Transaction Policy |
The policy regulates all transactions between the Company and its
related parties |
https://www.uniproltd.com |
Policy on director's appointment and remuneration: |
The Policy on director's appointment and remuneration: |
https://www.uniproltd.com |
58. 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 2024-25.
59. Statement showing the names of the top ten employees in terms of remuneration Drawn
and the name of every employee as per rule 5(2) & (3) of the companies (appointment
& remuneration) rules, 2014:
Disclosure pertaining to remuneration and other details as required under section 197
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in this Report.
The Statement containing the particulars of employees as required under section 197(12)
of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/-
and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits
specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
60. 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.
61. Statutory Compliance
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
62. Suspension of Trading:
The Company is under suspension on BSE due to penal reasons. However, the company under
the new management lead by Mr. D.V. Ramana Reddy, Managing Director of the Company has
been working aggressively towards revoking the company from suspension. The Board assures
that all due efforts are being made to revoke the company from suspension and so shall be
done soon.
63. Non Executive Director's 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.
64. 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.
65. Details of difference between valuation amount on one time settlement and valuation
while availing loan from banks and financial institutions:
Company does not availed any loans from Banks and Financial Institutes.
66. Corporate insolvency resolution process initiated under the insolvency and
bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
67. Shares transferred to investor education and protection fund
No shares were transferred to the Investor Education and Protection Fund during the
year under review.
68. CEO/ CFO Certification:
Certification from the Managing Director on the financial statements u/r regulation 17
(8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the
year 2024- 2025 is annexed in this Annual Report.
69. Related Party Transactions:
The company does not have any transactions with related parties as falls under the
scope of Section 188(1) of the Act read with relevant rules.
70. Failure to implement any corporate action
During the year under review, no corporate actions were done by the Company.
71. Prevention of Sexual Harassment at Workplace:
The Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various policies and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which
aims at prevention of harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behavior. An
Internal Complaints Committee ("ICC") has been set up by the senior
management
(with women employees constituting the majority). The ICC is responsible for redressal
of complaints related to sexual harassment and follows the guidelines provided in the
Policy.
During the financial year ended March 31, 2025, no complaints pertaining to sexual
harassment have been received.
72. Statement on Maternity Benefit Compliance:
The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company
for the financial year 2024-25, as no female employees were employed during that period.
73. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to create
new green initiatives, electronic copy of the Notice of 26th Annual General
Meeting of the Company are sent to all Members whose email addresses are registered with
the Company/Depository Participant(s). For members who have not registered their e-mail
addresses, physical copies are sent through the permitted mode.
74. Event Based Disclosures
During the year under review, the Company has not taken up any of the following
activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares: NA 5. Buy back shares: NA 6. Disclosure about revision: NA 7. Preferential
Allotment of Shares: NA
75. Other Disclosures/reporting:
There has been no change in the nature of business of the Company as on the date of
this Report. The Board of Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions pertaining to these items
during the year under review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme save and except ESOS referred to in this Report. c. Neither the Managing Director
nor the Whole-time Directors of the Company receive any remuneration or commission from
any of its subsidiaries.
76. 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 of Directors |
|
|
Unipro Technologies Limited |
|
Sd/- |
Sd/- |
| Date: 18.07.2025 |
D. Aparna Reddy |
D. V. Ramana Reddy |
| Place: Hyderabad |
Whole Time Director |
Managing Director |
|
(DIN: 03298728) |
(DIN: 02957936) |
