01 - Term / Right Attached to the Equity share
(1) The Company has only one class of equity having at par value Rs. 10.00 per share. Each shareholder is eligible for one vote per share held if the dividend proposed by the board of directors is subject to the approval of the share holders in ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preference amount, in proportion to their shareholding.
(2) In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.
Terms & conditions of Cash Credit Limit from ICICI Bank Limited :-
Note : There is no default, as at the balance sheet date, in repayment of any of above Loans
a. Cash Credit Loan (Working Capital Loan) from ICICI Bank carries interest @ RR 6.50 3.00 % i.e. 9.50 % . However, the facilities are
available for the period of 12 months subject to review at periodical intervals wherein the facilities may be continued/ cancelled/reduced depending upon the conduct and utilisation of facilities. Further, others conditions, in detailed, are mentioned in the sanction letter issued by the ICICI Bank Limited. Further, the loans have been guaranteed by the by personal guarantee of Directors and their Relatives. the limits has been sanctioned against book debts and other current assets of the company
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Note 30
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Contingent liabilities and commitments (to the extent not provided for)
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As at 31st March, 2025
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As at 31st March, 2024
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(i)
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Contingent liabilities
(a) Claims against the Company not acknowledged as debt (give details)
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NIL
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NIL
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(b) Guarantees - Bank Guarantee
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8.05
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1.50
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(c) Other money for which the Company is contingently liable (give details)
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NIL
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NIL
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(ii)
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Commitments
(a) Estimated amount of contracts remaining to be executed and (net of advances) to the extent not provided for
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NIL
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NIL
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Capital Account
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48.38
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-
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Revenue Account
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NIL
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NIL
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(b) Uncalled liability on shares and other investments partly paid
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NIL
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NIL
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(iii)
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Income Tax Disputed Demand U/S 143 (1) (a) CPC AY YEAR 2018-19
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14.09
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14.09
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(c) Other commitments
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NIL
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NIL
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Note 31 Employee benefit obligations :
The Company has classified various employee benefits as under:
(a) Defined contribution plans
(i) Provident fund
(ii) State defined contribution plans
(iii) Employee’s Pension Scheme, 1995
(iv) Employee Deposit Linked Insurance Scheme
The provident fund and the state defined contribution plan are operated by the regional provident fund commissioner Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits.
c). Post-employment obligation Gratuity
The Company has a defined benefit plan, governed by the Payment of Gratuity Act, 1972. The plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days basic salary for every completed years of services or part thereof in excess of six months, based on the rate of basic salary last drawn by the employee concerned.
Note 32 Significant estimates: actuarial assumptions
Valuations in respect of gratuity have been carried out on the basis of assumptions made through Actuarial as at March 31st 2025 based on the following assumptions
3.6 Sensitivity Analysis: Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase rate. Effect of change in mortality rate is negligible. Please note that the sensitivity analysis presented below may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumptions may be correlated. The results of sensitivity analysis are given below:
The above defined benefit gratuity plan is administrated 100% by making Provision
Defined benefit liability and employer contribution: The company will pay demand raised by as the employee concerned towards gratuity liability on time to time basis to eliminate the deficit in defined benefit plan
Note 34 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2025 as the company has not declared any dividend
Note 35 Details on derivatives instruments and unhedged foreign currency exposures : NIL
Note 36 Segment information : -As per the definition of Business Segment and Geographical Segment contained in (Ind AS)108 “Segment Reporting”, the Company’s operation comprises of Installation, testing and commissioning services to clients in telecom, EV charging infrastructure and E-surveillance and incidental activities thereto, there is neither more than one reportable business segment nor more than one reportable geographical segment, and, therefore, segment information as per (Ind AS) 108 is not required to be disclosed.. (Previous Year-NIl)
Note 38 That during FY 2023-24 The Company wholly owned subsidiary viz Uniinfo Telecom Service (Thailand) Limited have faced significant operational challenges, including the non-visibility of desired business opportunities and operational challenges in execution at the ground level resulting in unsustainable business environment, making it impractical for holding Company to continue investing in the subsidiary.
In light of the above, during the year FY 2023-24 the company has completed the process of liquidated of its subsidiary UNIINFO Telecom Services (Thailand) Limited and accordingly written off loan and Interest amount as under:
1. The Overseas Direct Investment (ODI ) of Rs. 47.24 Lakhs in Equity Capital
2. Rs. 116.38 Lakhs in Loans and Advances to the Subsidiary including Rs. 5.70 Lakh Interest
Note 47 No provision for taxes of income has been made due to losses in current year as per the provision of the by opting Section 115BAA of the income tax act 1961.
Note 48 The fair values of the Financial Assets and Liabilities are included at the amount, at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments based on the input that is significant to the fair value measurement as a whole: Set out below, is a comparison by class of the carrying amount and fair value of the company’s financial instruments
B Fair Value Measurements (Ind AS 113):
The Management assessed that Cash and Cash Equivalents, Trade Receivable, Trade Payable, Other Current financial assets and other current financial liabilities approximate their carrying amounts largely due to the Short-Term maturities of these instruments.
The Fair value of the other financial asset and liabilities is included at the amount at which the instrument could be exchanged in a Current transaction between willing parties other than forced or Liquidation sale. The following methods and assumptions were used to estimate the fair value:-
1) The Fair value of Loans from Banks, other non-current financial assets and other non-current liabilities is estimated by discounting future Cash flows using rates currently available for debt or similar items, Credit Risk and remaining maturities. The Valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the Table below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
2) Fair Value hierarchy
The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:"
Level 1: Quoted (Unadjusted) prices in active markets for identical assets or Liabilities
Level 2: Other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: Techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data
Note 50 Financial risk management Objectives and Policies
The company's principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company‘s principal financial assets include trade and other receivables and cash and cash equivalents that are derived directly from its operations.
The Company’s financial risk management is an internal part of how to plan and execute its business strategies. The company is exposed to market risk, credit risk and liquidity risk.
The company senior management overseas the management of these risks. The senior Professionals working to manage the financial risks and the appropriate financial risk governance framework for the company are accountable to the Board of Directors and Audit Committee. This process provided assurance the Company’s senior management that the Company’s financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objectives. In the event of crises caused due to external factors the management assesses the recoverability of its assets, maturity of its liabilities to factor it in cash flow
forecast to ensure there is enough liquidity in these situations through internal and external source of funds. These forecast and assumptions are reviewed by board of directors.
The Board of Directors reviews and agrees policies for managing each of these risks which are summarized as below
- Foreign Exchange Risk
- Interest Rate Risk
- Credit risk -Liquidity risk and -Market risk
I Risk management framework
The Company’s board of directors has overall responsibility for establishment and Oversight of the company’s risk management framework. The board of directors has established the processes to ensure that executive management controls risks through the Mechanism of property defined framework.
The Company’s risk management policies are established to identify and analyse the risks faced by the company, to set appropriate risk limits and controls and to monitor risks and adherence to limits.
Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and company’s activities. The company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
II Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the company’s receivables from customers. The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk very closely both in domestic and export market. The management impact analysis shows credit risk and impact assessment as low.
a Trade and other receivable
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.
The company management has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes market check, industry feedback, past financials and external ratings, if they are available, and in some cases bank references. Sale limits are established for each customer and reviewed quarterly. Any sales exceeding those limits require approval from the Directors of the company.
About 80% of the Company’s customers have been transacting with the company for over Five to Ten years, and no significant impairment loss has been recognized against those customers. In monitoring customer credit risk, Customers are reviewed according to their credit characteristics, including whether they are an individual or a legal entity, their geographic location, industry and existence of previous financial difficulties
The company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables.
The carrying amount (net of loss allowances Rs 15.77) oftrade receivables is Rs. 1113.66./- (31st March, 2024 Rs. 599.69/-). The Company management also pursues all legal option for recovery of dues wherever necessary based on its internal assessment.
III Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as for as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, the Company maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected future cash flows. This is generally carried out and monitored through registered office of the Company in accordance with practice and limits set by the Company.
IV Market risk
Market risk is the risk that the Fair value of future cash flow of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: Currency rate risk, Interest Risk and other price risk, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at reporting date. The analysis excludes the impact of movements in market variables on the carrying values of nonfinancial assets and liabilities. The sensitivity of the relevant Profit and Loss items and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2025 and March 31,2024.
V Currency risk
The company is exposed to foreign exchange risk arising currency transaction, primarily with respect to the THB and small exposure in QAR. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the Company’s functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows.
Currency risks related to the principal amounts of the Company’s foreign currency receivables and payables, taken by the Company.
VI Un-hedged in foreign currency exposure(Figure in Foreign Currency)-NIL
VII Interest rate risk
The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During year ended 31 march 2025 and 31 march 2024, the Company’s borrowings at variable rate were denominated in INR.
Currently the Company’s borrowings are within acceptable risk levels, as determined by the management; hence the company has not taken any swaps to hedge the interest rate risk. The Company constantly monitors the credit markets and revisits its financing strategies to achieve an optimal maturity profile and financing cost.
VIII Capital management
The primary objective of the management of the Company’s capital structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to purpose the board of directors regularly review the Company’s capital structure in light of the economic conditions, business strategies and future commitments. For the purpose of the company’s capital management, capital includes issued share capital, and all other equity reserves. No significant changes were made in the objectives, policies or processes relating to the management of the company’s capital structure.
The Company monitors capital on basis of total equity and debt on a periodic basis. Equity comprises all components of equity including the fair value impact. Debt includes long-term loan and short term loans. The following table summarizes the capital of the Company:
Note 51 Disclosure related to confirmation of Balances is as under
(a) The Company has a system of obtaining periodic confirmation of balances from banks and other parties. There are no unconfirmed balances in respect of bank accounts and borrowings from banks & Financial institutions.
(b) The confirmation in respect of Trade Receivables, Trade Payables, Deposits, loans (other than employee ), Advances to Contractors/Suppliers/Service Providers/Others including for capital expenditure have been sought for outstanding balances of 1 Lac or above in respect of each party as at 31st March, 2025. Status of confirmation of balances against total outstanding as at March 31,2025 as well as total outstanding as on 31.03.2025 is as under:
Note-55 Other Statutory information
(I) The Company does not have any transaction with struck off Companies
(ii) The Company does not have any benami property, where any proceeding has been initiated or pending against the company for holding any benami property
(III) As on 31st March, 2025 there is no unutilised amounts in respect of any issue of securities and long term borrowings from banks and financial institutions. The borrowed funds generally utilised for the specific purpose
for which the funds were raised.
(IV) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.
(V) Company has not traded or invested in Crypto currency or Virtual Currency during the financial year-Not Applicable
(VI) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
(VIII )Where the Company has not Complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017, the name and CIN of the companies beyond the specified layers and the relationship or extent of holding of the company in such downstream companies shall be disclosed- Not Applicable
(IX) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
(X) The understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
presently the company not covered under section 135 of the Companies Act under Corporate Social Responsibility (CSR) hence such disclosure requirement is not applicable Note 54 Contribution to political parties during the year 2024-25 is Nil (previous year: Nil).
Note-55 Figures for the previous year have been regrouped wherever found necessary.
Note-56 Figures have been rounded off to nearest Rupee in Lakhs
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