General information about company
Scrip code 531831
Name of the entity UNISYS SOFTWARES & HOLDING INDUSTRIES LIMITED
Date of start of financial year 01-04-2016
Date of end of financial year 31-03-2017
Reporting Quarter Yearly
Date of Report 31-03-2017
Risk management committee Not Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Is there any change in information of board of directors compare to previous quarter Yes
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of appointment in the current term Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)      Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)      No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes
1 Mr Jagdish Prasad Purohit AFSPP1444E 00083125 Executive Director Chairperson CEO-MD 01-06-1995 3 5 0
2 Mr Sushil Kr. Purohit AFPPP9680R 00073684 Non-Executive - Non Independent Director Not Applicable 15-02-1996 2 2 0
3 Mr Johar Pal Singh AMBPS8591F 00113986 Non-Executive - Independent Director Not Applicable 01-04-2014 36 4 3 5
4 Mrs Renu Kedia AFTPK1952M 07126779 Non-Executive - Independent Director Not Applicable 06-03-2015 04-01-2017 25 2 0 0



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of appointment in the current term Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)      Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)      No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes
5 Mr Mohit Jhunjhunwala AHMPJ8136F 02905685 Non-Executive - Independent Director Not Applicable 14-01-2015 07-03-2017 27 3 3 1
6 Mrs Saroj Devi Kothari ARCPK1018M 01312905 Non-Executive - Independent Director Not Applicable 04-01-2017 2 7 6 1



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory
Is there any change in information of committees compare to previous quarter Yes
Sr Name Of Committee Name of Committee members Category 1 of directors Category 2 of directors Name of other committee
1 Audit Committee Johar Pal Singh Non-Executive - Independent Director Chairperson
2 Audit Committee Saroj Devi Kothari Non-Executive - Independent Director Member
3 Audit Committee Jagdish Prasad Purohit Executive Director Member
4 Nomination and remuneration committee Johar Pal Singh Non-Executive - Independent Director Member
5 Nomination and remuneration committee Saroj Devi Kothari Non-Executive - Independent Director Chairperson
6 Nomination and remuneration committee Sushil Kr. Purohit Non-Executive - Non Independent Director Member
7 Stakeholders Relationship Committee Johar Pal Singh Non-Executive - Independent Director Chairperson
8 Stakeholders Relationship Committee Saroj Devi Kothari Non-Executive - Independent Director Member
9 Stakeholders Relationship Committee Jagdish Prasad Purohit Executive Director Member



Annexure 1

Annexure 1

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (if any) in the previous quarter Date(s) of meeting (if any) in the current quarter Maximum gap between any two consecutive (in number of days)
1 11-11-2016
2 04-01-2017 53
3 14-02-2017 40
4 07-03-2017 20



Annexure 1

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting of the committee in the relevant quarter Whether requirement of Quorum met (Yes/No) Requirement of Quorum met (details) Date(s) of meeting of the committee in the previous quarter Maximum gap between any two consecutive meetings (in number of days) Name of other committee
1 Audit Committee 14-02-2017 Yes All Directors were present in the Meeting 11-11-2016 94
2 Nomination and remuneration committee 04-01-2017 Yes All Directors were present in the Meeting 326



Annexure 1

V. Related Party Transactions
Sr Subject Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Whether prior approval of audit committee obtained Yes
2 Whether shareholder approval obtained for material RPT NA
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Yes
Disclosure of notes on related party transactions Textual Information(1)
Disclosure of notes of material transaction with related party Textual Information(2)



Text Block
Textual Information(1)
Transactions with related parties have been carried out in ordinary course of business
Textual Information(2)
No material transaction with related party has been carried out during the quarter



Annexure 1

VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities) NA
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes



Text Block



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations
Sr Item Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here. Web address
1 Details of business Yes unisyssoftwares.com
2 Terms and conditions of appointment of independent directors Yes unisyssoftwares.com
3 Composition of various committees of board of directors Yes unisyssoftwares.com
4 Code of conduct of board of directors and senior management personnel Yes unisyssoftwares.com
5 Details of establishment of vigil mechanism/ Whistle Blower policy Yes unisyssoftwares.com
6 Criteria of making payments to non-executive directors Yes unisyssoftwares.com
7 Policy on dealing with related party transactions Yes unisyssoftwares.com
8 Policy for determining ‘material’ subsidiaries Yes unisyssoftwares.com
9 Details of familiarization programmes imparted to independent directors Yes unisyssoftwares.com



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations
Sr Item Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here. Web address
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes unisyssoftwares.com
11 email address for grievance redressal and other relevant details Yes unisyssoftwares.com
12 Financial results Yes unisyssoftwares.com
13 Shareholding pattern Yes unisyssoftwares.com
14 Details of agreements entered into with the media companies and/or their associates NA
15 New name and the old name of the listed entity NA



Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ 16(1)(b) & 25(6) Yes
2 Board composition 17(1) Yes
3 Meeting of Board of directors 17(2) Yes
4 Review of Compliance Reports 17(3) Yes
5 Plans for orderly succession for appointments 17(4) Yes
6 Code of Conduct 17(5) Yes
7 Fees/compensation 17(6) Yes
8 Minimum Information 17(7) Yes
9 Compliance Certificate 17(8) Yes
10 Risk Assessment & Management 17(9) Yes



Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
11 Performance Evaluation of Independent Directors 17(10) Yes
12 Composition of Audit Committee 18(1) Yes
13 Meeting of Audit Committee 18(2) Yes
14 Composition of nomination & remuneration committee 19(1) & (2) Yes
15 Composition of Stakeholder Relationship Committee 20(1) & (2) Yes
16 Composition and role of risk management committee 21(1),(2),(3),(4) NA
17 Vigil Mechanism 22 Yes
18 Policy for related party Transaction 23(1),(5),(6),(7) & (8) Yes
19 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes
20 Approval for material related party transactions 23(4) NA



Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
21 Composition of Board of Directors of unlisted material Subsidiary 24(1) NA
22 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) NA
23 Maximum Directorship & Tenure 25(1) & (2) Yes
24 Meeting of independent directors 25(3) & (4) Yes
25 Familiarization of independent directors 25(7) Yes
26 Memberships in Committees 26(1) Yes
27 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
28 Disclosure of Shareholding by Non-Executive Directors 26(4) Yes
29 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
Any other information to be provided - Add Notes






Annexure II

III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied NA
Any other information to be provided






Signatory Details
Name of signatory Jagdish Prasad Purohit
Designation of person Managing Director
Place Mumbai
Date 08-04-2017