Univastu India Ltd

Dear Members,

The Directors of your Company are pleased to present the Fifteenth (15^th) Annual Report of your Company together with the Audited Financial Statements for the Financial Year 2023-24 ended on 31^st March, 2024.

Your Company's Standalone Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management the Board of Directors. These Accounting policies are reviewed from time to time.

(' In Lakhs)

Your Company continues with its rigorous cost restructuring exercises and efficiency improvements which have resulted in significant savings through continued focus on cost controls and process efficiencies thereby enabling the Company to maintain profitable growth in the current economic scenario.

The Consolidated Financial Statements of the Company and its Subsidiary and Associates companies, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with all relevant documents and the Auditors' Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its associates Companies:

Considering the future growth plans of the Company, the Board of Directors does not recommend any dividend for the financial year ended on 31^st March 2024.

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith vide Annexure I and forms an integral part of this Annual Report.

Pursuant to the provisions of Section 92(3) of the Act, a copy of the annual return of the Company for the Financial Year ended 31^st March, 2024 will be placed on the website of the company. Same can be accessed by any person through below given company's website www.univastu.com

The Board met 6 (Six)times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

There is no change in the nature of business of the Company during the financial year under review.

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed and there were no material departures;

b. the directors had selected accounting policies as mentioned in the Notes forming part of the Financial Statements and applied them consistently. Further made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and Profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions this Act 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 were in place and that the internal financial controls were adequate and were operating effectively;

f. proper systems to ensure compliance with the provisions of all applicable laws and that such and systems were adequate operating effectively.

Director's/KMP appointed/re-appointed during the year:

1. Mrs. Rajashri Khandagale (DIN: 02545231),Non-executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

2. Re-appointment of Mr. Dhananjay Barve(DIN:00066375) as an Independent Director for the further period of Five years w.e.f 14^th November,2024.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of the Independence as provided in Section 149(6) of the Companies Act, 2013 and rules made there under.

In the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

Further, the Board also states that Independent Directors are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

The Company has adopted the Policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 which is placed on Companies Web address : https://www.univastu.com/policies.html.

The Company's remuneration policy for Directors/ KMP is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. The said policy is available on Company's website i.e. www.univastu.com.

I n accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. One Crore and Two lakh per annum or Rs. Eight lakh and Fifty thousand per month during the year ended March 31, 2024.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure II forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Regulation 4 (2) (f) (ii) (9) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. Also, the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. In addition, Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive / Non-Executive / Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

a) Statutory Auditors

At the annual general meeting of the company held on 29^th September 2020, M/s P. V. PAGE & Co., Chartered Accountants, Mumbai were re-appointed as statutory auditors of the company for a second term of five consecutive years (i.e. from the FY 2020-21 to FY 2024-25 to hold office up to the conclusion of the annual general meeting of the Company to be held in the year FY 2025-26.

b) Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in Form MR-3.

The Board of Directors appointed CS.Nishad Umranikar partner,MSN Associates, Practicing Company Secretary, Pune as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-24 and their report is annexed to this Board report as Annexure III.

c) Internal Auditors

M/s. K H S & Associates, Chartered Accountants Mumbai (FRN W131893) were re-appointed as internal auditors of the Company for the Financial Year 2023-24 to perform the duties of internal auditors and their report is reviewed by the audit committee from time to time.

d) Cost Audit/Cost Record :

As per the requirements of the Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules 2014, cost records should be mandatorily maintained in case of certain companies if the turnover in the immediately preceding year exceeds Rs. 35 crores. Accordingly, the cost records have been maintained in respect of the applicable products for the year ended 31^st March 2024.

Further, as per Rule 4 of the Companies (Cost Records and Audit) Rules 2014, audit of cost records is mandatory if the turnover in case of certain companies is mandatory if the total turnover is above Rs. 100 crores and turnover of individual products / services is above Rs. 35 crores.As the turnover of the Company for the year ended 31 st March 2024 is below Rs. 100 crores, the Company is not required to get its cost records audited from the cost auditor.

The Statutory Auditors' Report has made qualifications in the Statutory Auditors Report as per Companies (Auditors Report) Order 2020 which are mentioned in detail in point No. 16 of the Board's Report.

The Secretarial Auditor has made qualifications in the Secretarial Audit Report which are mentioned in detail in point No. 16 of the Board's Report.

The Auditor of the company in the course of the performance of his duties as auditor has not found any fraud committed by its officers or employees during the financial year 2023-24. However, no fraud reporting made by the Auditor to the Board of Directors of the company under section 143(12) of the Companies Act, 2013.

The qualifications, reservations or adverse remarks made by the Statutory Auditors in the Statutory Audit Report (Standalone Financial Statements) for FY 2023-24 as per Companies (Auditors Report) Order 2020 as follows: Statutory Auditor:

The Statutory Auditors have given following comments in their Audit Report in 'Other matter' paragraph;

1. ''The financial statement depicts the outcomes derived from subject to confirmation and reconciliation procedures applied to various accounts, encompassing "Trade Receivables,""Trade Payables,""Advance from Customers,""Advances Recoverable in Cash or Kind," "Advance to Suppliers and Other Parties," as well as "Miscellaneous Deposits." The figures presented in the statement are in accordance with the records maintained by management.''

Management's response:

The Company acknowledges the auditor's observations regarding the reconciliation procedures and the balances in accounts such as "Trade Receivables," "Trade Payables," "Advance from Customers," "Advances Recoverable in Cash or Kind," "Advance to Suppliers and Other Parties," and "Miscellaneous Deposits." We would like to assure the Board and stakeholders that detailed scrutiny of these ledger accounts has been consistently conducted. The ageing reports for all these accounts are prepared regularly and are made available for review at any time upon request.

Additionally, the process of obtaining balance confirmations from suppliers is a standard and routine procedure. The balances confirmed by suppliers are reviewed and reconciled accordingly, and these reconciliations are readily available for verification. The management remains committed to maintaining transparent and accurate records and ensuring that all financial statements reflect the true and fair position of the Company.

2. ''We draw attention to note no.7 (i) of the Standalone financial statement, where the Company has duly disclosed status of M/s. Opal Luxury Time Products Ltd. (Opal), under the CIRP, the Hon. National Company Law Tribunal (NCLT) has ordered the acceptance of the resolution plan submitted by Univastu India Limited vide its Order No. I.A. 1136 of 2022 in C.P. No. 1332 of 2020 dated July 20, 2023. The said event has been duly disclosed to The Securities Exchange Board of India (SEBI) on July 21, 2023. The technical and legal handing over formalities of Opal are in process. Meanwhile, the Company has deposited an amount of Rs. 119.50 Lakh with the judicial authority until the completion of handing over formalities. Till date, the cheque has not been encashed by the authorities and same The Company had submitted the application to ROC on September 4, 2023 for appointment of a Director in said company. In response, subsequent to the year end, the form was approved on April 25, 2024 enabling formation of the Board. Accordingly, the Board came into existence on May 8, 2024. The Company has communicated to ROC that the appointment of Shri. Pradeep Khandagale is seen on MCA portal w.e.f 04.09.23. However the ROC on 25 April 2024, formalities shall be compliedwith in FY 24-25 and onwards. Accordingly, the Board came into existence on May 8, 2024.''

Management's response:

The Company acknowledges the auditor's comment regarding the status of M/s. Opal Luxury Time Products Ltd. (Opal) as disclosed in Note No. 7(i) of the Standalone Financial Statement. We confirm that the facts presented in the note are accurate and reflect the current status of the Corporate Insolvency Resolution Process (CIRP). As highlighted, the Hon. National Company Law Tribunal (NCLT) has approved the resolution plan submitted by Univastu India Limited, and the Company has complied with its obligations, including depositing K 119.50 lakh with the judicial authority.

We also confirm that the cheque has not been encashed by the authorities to date, and the formal legal handover of Opal is still in process. The matter remains sub-judice, and no final decision has been rendered as of the date of this report. The Company has taken necessary steps for compliance, including the appointment of a Director, which was approved by the ROC on April 25, 2024, and the formation of the Board on May 8, 2024.

Management assures that all necessary formalities will be duly complied with in FY 2024-25 and beyond, in accordance with the legal process and regulatory requirements.

3. ''We draw attention to note no. 7 (ii) of the Standalone financial statement, where the company determined that investment in firm has impaired and same impact given accordance with Ind-AS 36 Impairment of Assets and recognized as a loss in the statement of profit and loss (Refer Note No.37). The impairment loss of K 4.80 Lakh reflects the difference between the carrying amount of the investment and its recoverable amount.''

Management's response:

The Company acknowledges the auditor's observation regarding the impairment of its investment in the partnership firm, as disclosed in Note No. 7(ii) of the Standalone Financial Statement. We confirm that, in line with the Company's policy on assessing the recoverability of assets and in accordance with the provisions of Ind-AS 36 (Impairment of Assets), the decision to recognize an impairment loss of Rs, 4.80 lakh was taken by the management.

This decision was carefully evaluated based on the difference between the carrying amount of the investment and its recoverable amount. The matter was discussed and approved by the Board in its meeting held on May 21, 2024. The impairment loss has been appropriately recognized in the Statement of Profit and Loss as disclosed in Note No. 37 of the financial statements.

4. ''We draw attention to note no.18 of the Standalone financial statement, where the company has made prior period error adjustment through the opening retained earnings. i.e. "Other equity" Financial year 2022-23 details disclosure given in notes as per Ind AS -8"

Management's response:

The Company acknowledges the auditor's comment regarding the prior period error adjustment made through the opening retained earnings, as disclosed in Note No. 18 of the Standalone Financial Statement. We confirm that, in accordance with the provisions of Ind-AS 8, prior period adjustments were made for Corporate Social Responsibility (CSR) expenses amounting to 1316.66 Lakh and Leave Encashment expenses amounting to 1314.94 Lakh (net of deferred tax asset 35.03 Lakh), both of which pertain to previous financial years.

It is important to note that the Company is required to account for post-employment benefit obligations related to compensated absences, and for the first time, this provision was recognized during the financial year ended 31st March 2024. As part of this process, an actuarial valuation of compensated absences as of 31st March 2023 was obtained. The amount adjusted against the opening reserves represents the obligations measured as of that date.

This adjustment ensures compliance with Ind-AS 8 and reflects the accurate financial position of the Company.

5. ''We draw attention to note no 38.02 of the Standalone financial results, where the company has disclosed that dues to MSMEs have been booked only to the extent of communication from the Management of the Company to Suppliers and also only to the extent for transactions arising during the current financial year. The amounts of provision for dues of interest or otherwise towards such MSME Suppliers where Management may have not been able to communicate stand undetermined as of date. The requirement of disclosure of outstanding towards MSME suppliers as required under MSME Act,2006 and interest to be booked there on cannot be determined to that extent.''

Management's response:

The Company acknowledges the auditor's observation regarding the disclosure of dues to Micro, Small, and Medium Enterprises (MSMEs) as mentioned in Note No. 38.02 of the Standalone Financial Statements. We confirm that the Company has booked MSME dues based on the communications received from the suppliers and management, as well as for transactions arising during the current financial year.

However, it is important to note that certain MSME suppliers may not have been identified due to incomplete communication. Consequently, the provisions for interest or any other dues under the MSME Act, 2006 for those suppliers could not be determined as of the date of this report. The Company remains committed to resolving this matter and ensuring compliance with the MSME Act. Any outstanding amounts, including interest where applicable, will be recognized and disclosed once the necessary communications are completed.

Management continues to take steps to identify and communicate with all relevant MSME suppliers in order to ensure accurate and complete disclosures.

The qualifications, reservations or adverse remarks made by the Secretarial Auditors in the Secretarial Audit Report for FY 2023-24 are as follows:

The note stating that there is a delay in filing Corporate Governance Report for Quarter ended on 30th September 2023.

Management Response:

For the quarter ending on September 30, 2023, we were unable to upload the corporate governance report by the deadline of October 21, 2023, due to a technical error. we sent an email to the NSE on the same day to report the issue, we have a proof of email to NSE on record purpose but as the NSE does not operate on Saturdays, I spoke with them on the following Monday. They informed me that if the due date falls on a weekend, non-compliance is not considered"

The composition of the Audit Committee has been reported in the Report on Corporate Governance annexed to this Report.

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has established a vigil mechanism that enable the directors and Employees to report genuine concerns. The vigil mechanism provides for:

(a) Adequate safeguard against victimization of person who use the mechanism;

(b) Direct access to the chairman of Audit Committee of the Board of the Directors of the Company in appropriate cases.

Discussion on state of Company's affairs and business overview has been covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

During the year, the Authorised Share capital of the company was Rs. 20,00,00,000 (Twenty Crore) comprising of 200,00,000 (Two Crore) equity shares of Rs 10/- each and the paid up equity share capital of the Company was Rs. 11,36,46,000 (Eleven crore thirty six lakhs forty six thousand) comprising of 1,13,64,600 (Eleven crore thirty six lakhs fourty six hundred ) equity shares of Rs 10/- each as on 31 March, 2024. There was no change in the authorised share capital and paid up share capital of the Company during financial year.

The Company did not issue shares with differential voting rights nor sweat equity nor granted employee stock option scheme during the financial year under review. During the year under review, the company has not launched any scheme for the provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

Your Company has Two Subsidiary Company viz.

1. Univastu HVAC India Private Limited

2. Univastu Charitable Foundation

The subsidiary companies showed a good performance during the year under review.

During the period under review, no company has become or ceased to be its subsidiaries, joint ventures or associate companies.

During the financial year, the Board reviewed the affairs of its subsidiaries, associate companies and pursuant to provisions of Section 129(3) of the Companies Act 2013, details of subsidiaries, associate companies in prescribed Form AOC-1 is enclosed as Annexure IV as a part of this Board's Report.

There are no Joint Ventures to the Company.

The transactions with the related parties are governed by prevailing regulatory requirements and company's policy on dealing with such transactions.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on arms' length basis. kindly refer note no 38.10 of standalone financial statement for related party transactions.

A Cash Flow Statement for the year ended 31^st March 2024 is attached to the Balance Sheet as a part of the Financial Statements.

During the year under review, the Company has complied with all the applicable secretarial standards.

During the year, the Company has not received any premium on allotment of Equity Shares. However, an amount of Rs. 4,42,07,398/- has been lying in share premium account besides no other amount has been transferred to general Reserves.

The company has not granted any guarantee or provided security in connection with a loan to any other body corporate or person during the period under review.

The particulars of investments are given in Note no. 7 in Notes to accounts forming part of the Audited Standalone Financial Statements.

During the financial year 2023-24 the Company has accepted unsecured loans from directors of the Company. The outstanding balance of the same as on 31^st March, 2024 is Rs. 1,64,21,780/-(Rupees One Crore Sixty Four Lakhs twenty one thousand seven hundred eighty)

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 during the year ending on 31^st March 2024.

The company was not required to transfer the unclaimed dividend to Investor Education and Protection Fund during the year under review.

The Company doesn't have shares in suspense account.

During the year ending on 31^st March 2024, no regulatory or court or tribunal has passed any order impacting the going concern status of the company and its operations in future.

There have no material changes and commitments, affecting the financial position of the company from the end of the year up to the date of this report. Further there has been no change in the nature of business carried on by the Company.

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk by way of a properly defined framework. The major risks are being identified by the company and its mitigation process/ measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

The management of your company would like to share the highlights of its performance review on the conservation of energy, technology absorption, foreign exchange earnings and outgo, as below:

(i) Steps taken or impact on conservation of energy: Energy conservation dictates how efficiently a Company can conduct its business operations and the Company has understood the value of energy conservation in decreasing the deleterious effects of global warming and climate change. Whereas the Company is running its business by optimal use of energy, which providing the Company and its management the new challenging task to perform.

(ii) Steps taken by the company for utilizing alternate sources of energy: The Company makes every possible effort to save the energy. It makes timely maintenance of accessories used in providing services to make optimum utilization of electricity. As a result, the electricity bill of the Company is stabilized and controlled.

(iii) Capital investment on energy conservation equipment's: The Company found enough system and equipment; hence it was not required to make additional investment on energy conservation related equipment's.

(i) The Company has started its business operations effectively, whereas no such new technology was absorbed.

(ii) The Company was not required to import any technology related equipment during the period under review.

(iii) The Company is running its business operations effectively, and in this regards, the management has also hired a good team of technical professionals into its business profile, who always work for an improvement of Company's business objectives. The Company was not required to have separate department of research and development activities as of now.

During the year under review, there were neither earnings nor outgo of any money in Foreign exchange.

The Company has developed a strong two-tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined Code of Conduct, Whistle Blower Policy / Vigil Mechanism, rigorous management review and Management Information System (MIS) and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with the Management oversees results of the internal audit and reviews implementation on a regular basis.

In compliance with provisions Section 135 read with Schedule VII of the Companies Act, 2013 CSR Committee has been constituted and CSR policy has been adopted by the Company. Reporting on CSR in format specified is annexed as 'Annexure V' to this Report.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the year under review, no complaints received regarding harassment by the company from its employees (permanent, contractual, temporary, trainees).

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. Report on Corporate Governance is enclosed as an Annexure VI to this Report.

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

There are no applications made/ proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. Further, there are no borrowings outstanding from Banks as 31stMarch 2024. There is no valuation exercise carried out by Banks during Financial year.

The directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year.

The Directors also wish express their deep sense of appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government Authorities for their consistent support.

For and on behalf of the Board of Directors