To,
The Members,
Your Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
The Board's Report is prepared based on the Stand Alone Financial Statements of the Company.
(Amount in Rs)
PARTICULAR
Total Income for the year was
Operating & Administrative expenses
Net Profit/(Loss) Before Tax
Less: Provision For Tax
Deferred Tax
Profit/(Loss) After Tax
EPS
2. OPERATION & REVIEW
Your Company posted a total income of Rs. 147,740,806 in the financial year ended on March 31, 2023. Your Companies' profit before tax for the year ended March 31, 2023 was recorded Rs. 8,311,643.
3. DIVIDEND
The Board of Directors of Your Company has not recommended any dividend for the Financial Year ended 31st March 2023
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.
5. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserves account.
6. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL
Sr. No. Name of Directors/KMPs
Designation
1 Mr. Hitesh Mahendrakumar Shah
Managing Director
2 Mrs. Sunitaben H. Shah
Executive Director
3 Mr. Mahendrakumar H. Shah
Non-Executive Director
4 Mr. Manojbhai Sureshchandra Shah
Non-Executive Independent Director
5 Mr. Ankur Sumatilal Shah
Non- Executive Independent Director
6 Mr. Harshis Mananjay Jhaveri
During the Year under review, the Board of Director has appointed Ms. Himankshi khatri as Company Secretary and Compliance Officer of the Company w.e.f. December 17, 2022..
• All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.
8. NUMBER OF BOARD MEETINGS
The Board of Directors duly met Four (4) times on 03/09/2022, 20/10/2022, 12/11/2022 and 04/02/2023 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.
The gap between two Board Meetings was within the maximum time gap prescribed under the Act and the Listing Regulations. The requisite quorum was present in all the meetings.
9. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of Company Secretaries of India.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its Committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.
Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to
Directors' Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;
(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 the company at the end of the financial year and of the profit/loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis; and
(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's internal financial controls relating to its financial statements.
During the year, such Controls were tested and no reportable material weakness was observed
13. CHANGE IN CAPITAL SRUCTURE OF COMPANY
During the period under review, the Company has not made any changes in capital structure of the company.
14. MATERIAL CHANGES AND COMMITMENTS, IF ANY
During the year under the review there are No other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of this report.
15. ANNUAL RETURN
The Annual Return as required under section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.uhzaveri.in.
16. AUDITORS AND THEIR REPORT
• STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. BHAGAT & CO, Chartered Accountants (FRN: 127250W) the Statutory Auditors of the Company have been appointed in the Annual General Meeting held on 30th September, 2018 for a term of 5 years with no further need for ratification at every Annual General Meeting to be held during said period.
The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
• SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made there under Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as "Annexure - A". The report is self-explanatory.
• COST AUDITORS
The Company was not required to maintain cost records and appoint cost auditors as required under Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
17. INTERNAL AUDIT & CONTROLS
The Company has appointed external firm as its Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Findings of Internal Auditors are discussed with the process owners and suitable corrective actions were taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
18. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules,
2014, the Company has not formulated and implemented any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.
22. PARTICULARS REGARDING EMPLOYEES
During the year under review, none of the employees were in receipt of remuneration exceeding the limit prescribed under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
23. RELATED PARTY TRANSACTIONS
During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms' length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per "Annexure - B".
However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company's operations in future.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Disclosures pertaining to conservation of energy, technology absorption and foreign exchange earnings & outgo, were not applicable to the Company during the year under review.
26. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE / STAKEHOLDERS' RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE
• Audit Committee
Constitution & Composition of Audit Committee:
Our Company has formed the Audit Committee as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicable upon listing of Company's Equity Shares).
The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:
Name
Category
No. of Meetings held during the Period
Harshish M. Jhaveri
Chairman
Non-Executive- Independent Director
Manoj S. Shah
Member
Ankur S. Shah
• Nomination and Remuneration Committee:
Constitution & Composition of Remuneration Committee:
Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing Regulations (applicable upon listing of Company's Equity Shares). The Nomination and Remuneration Committee comprises the following members:
The Policy of nomination and Remuneration committee has been placed on the website of the company at www.uhzaveri.in and the salient features of the same has been disclosed under " Annexure - C"
• Stakeholder's Relationship Committee:
Constitution & Composition of Stakeholders Relationship Committee:
Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations (applicable upon listing of Company's equity shares).
The constituted Stakeholders Relationship Committee comprises the following members:
Non-Executive-
Independent
Director
• Sexual Harassment Committee
Constitution & Composition of Sexual Harassment Committee:
The Sexual Harassment Committee was constituted by the Board of Directors in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.
Mrs. Sunita H. Shah
27. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies' current working and future outlook of as per "Annexure - D"
28. MEETING OF INDEPENDENT DIRECTORS
During the year under review, a separate meeting of Independent Directors was held on 04th February 2023, inter-alia, to discuss:
1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole
2. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors and
3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary to effectively and reasonably perform its duties.
All the Independent Directors were present at the meeting.
29. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The Company always endeavors to create and provide an environment to its employees and external individuals engaged with the Company that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.
During the year under review, there were no incidences of sexual harassment reported and received.
30. VIGIL MECHANISM
The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company, which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy.
The details of the Whistle Blower Policy is available on the website of the Company i.e. www.uhzaveri.in.
31. RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is committed to managing the risks in proactive and efficient manner. The Company periodically assesses risk in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.
The Company, through its risk management process, strives to contain impact and likelihood of the risk within the risk appetite as agreed from time to time with the Board of Directors.
Management Discussion and Analysis Report of the Annual Report identifies key risks, which can affect the performance of the Company.
The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company developed in line with the business strategy lays down procedures for risk identification, evaluation, monitoring, review and reporting.
32. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is applicable on the Company. The Company has obtained the certificate from practicing company secretary.
33. ACKNOWLEDGEMENTS
Your Director wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.