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U. H. Zaveri Ltd.

BSE: 541338 Sector: Consumer
NSE: N.A. ISIN Code: INE556Z01010
BSE 00:00 | 02 Jul 11.30 0
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OPEN

11.30

HIGH

11.30

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11.30

NSE 05:30 | 01 Jan U. H. Zaveri Ltd
OPEN 11.30
PREVIOUS CLOSE 11.30
VOLUME 3000
52-Week high 19.50
52-Week low 9.55
P/E 376.67
Mkt Cap.(Rs cr) 7
Buy Price 10.50
Buy Qty 3000.00
Sell Price 11.40
Sell Qty 3000.00
OPEN 11.30
CLOSE 11.30
VOLUME 3000
52-Week high 19.50
52-Week low 9.55
P/E 376.67
Mkt Cap.(Rs cr) 7
Buy Price 10.50
Buy Qty 3000.00
Sell Price 11.40
Sell Qty 3000.00

U. H. Zaveri Ltd. (UHZAVERI) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Board's Report is prepared based on the stand alone financial statements of thecompany.

(Amount in Rs)

PARTICULAR 2018-19 2017-18
Total Income for the year was 88248622 162771113
Operating & Administrative expenses 87976719 155922493
Profit/(Loss) Before Depreciation And Taxes 271903 7052546
Less: Depreciation 356803 203926
Net Profit/(Loss) Before Tax 628706 6848620
Less: Provision For Tax 100000 838000
Deferred Tax 11586 5620
Profit/(Loss) After Tax 160317 251685
EPS 0.03 0.07

2. OPERATION & REVIEW

To receive consider and adopt the audited Balance Sheet as at 31st March 2019 andStatement of Profit

& Loss together with Notes forming part thereto ("Financial Statement")for the year ended on 31st March 2019 and Report of the Board of Directors and Auditorsthereon.

Total Revenue from operation of the company is Rs. 88248622 /- And the net Profitafter tax is Rs. 160317/- For the Financial year 2018-19.

3. DIVIDEND

The Board of Directors of Your Company has not recommended any dividend for theFinancial Year ended 31st March 2019

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves 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

Mr. Hitesh Mahendrakumar Shah is liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offer herself for re- appointment.

During the Year under review the Board of Director accepted the resignation of Mr.Dhaval P Patel from the Post of Company Secretary w.e.f. 24th April 2019.The Board places on record its appreciation and guidance provided by him.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Five (5) times on 17/05/2018 30/05/2018 01/09/2018and 14/11/2018 15/02/2019 in respect of said meetings proper notices were given andproceedings were properly recorded and signed in the Minute Book maintained for thepurpose.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015The Board evaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings etc.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the period under review the Company has came out with an initial Public Offerof 2220000 Equity shares of Rs. 10/- each at a price of Rs. 36/- per share (IncludingPremium of Rs. 26/- per shares)

13. MATERIAL CHANGES AND COMMITMENTS IF ANY

During the Period under review The Company got listed its Shares on BSE SME Platformw.e.f. 22nd May 2018

Except as mentioned above there are No other material changes and commitments affectingthe financial position of the Company occurred between the end of the financial year towhich this financial statements relate on the date of this report.

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014 in Form MGT-9 is annexed herewith as "Annexure -A"

15. 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 GeneralMeeting held on 30th September 2018 for a term of 5 years with no further need forratification at every Annual General Meeting to be held during the said period. TheCompany has received a confirmation from the said Auditors that they are not disqualifiedto act as the Auditors and are eligible to hold the office as Auditors of the Company.Necessary resolution for appointment of the said Auditors is included in the Notice of AGMfor seeking approval of members.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks 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 CompanySecretaries have been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed to this report as "Annexure – E".The report is self-explanatory.

COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

16. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 The Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

20. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the companies Act 2013 were in ordinary course ofbusiness and on arms' length basis. Details of the transactions pursuant to compliance ofsection 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 thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

21. 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 ortribunals impacting the going concern status and company's operations in future.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil

II. the steps taken by the company for utilising alternate sources of energy : NoneIII. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement cost reduction productdevelopment or import substitution: None III. in case of imported technology(imported during the last three years reckoned from the beginning of the financial year)-a) The details of technology imported: None b) The year of import: N.A. c)Whether the technology been fully absorbed: N.A. d) If not fully absorbed areaswhere absorption has not taken place and the reasons thereof:

N.A. e) The expenditure incurred on Research and Development: Nil

C. There was no foreign exchange inflow or Outflow during the year under review

23. 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 vide resolution passed in the meeting ofBoard of Directors held on February 05 2018 as per the applicable provisions of theSection 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 (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 membersof the Audit Committee are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Harshish M. Jhaveri Chairman Non-Executive- Independent Director 4 4
Manoj S. Shah Member Non-Executive- Independent Director 4 4
Ankur S. Shah Member Non-Executive- Independent Director 4 4

Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBI ListingRegulations (applicable upon listing of Company's Equity Shares)vide board resolutiondated February 05 2018 . The Nomination and Remuneration Committee comprises thefollowing members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Harshish M. Jhaveri Chairman Non-Executive- Independent Director 1 1
Manoj S. Shah Member Non-Executive- Independent Director 1 1
Ankur S. Shah Member Non-Executive- Independent Director 1 1

The Policy of nomination and Remuneration committee has been place on the website ofthe company at www.uhzaveri.com and the salient features of the same has been disclosedunder "Annexure – C"

Stakeholder's Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations (applicable upon listing of Company's equity shares)vide board resolutiondated February 05 2018.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Harshish M. Jhaveri Chairman Non-Executive-Independent Director 1 1
Manoj S. Shah Member Non-Executive-Independent Director 1 1
Ankur S. Shah Member Non-Executive-Independent Director 1 1

Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at themeeting held on February 05 2018 in compliance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mrs. Sunita H. Shah Chairman Non-Executive- Director 1 1
Harshish M. Jhaveri Member Non-Executive- Independent Director 1 1
Manoj S. Shah Member Non-Executive- Independent Director 1 1

24. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the companies' current working and futureoutlook of as per "Annexure – D"

25. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Report on Corporate Governance is not applicable on the Company as theCompany is listed on SME platform of BSE and not having the paid up share capitalexceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores hence Company has notobtained a Certificate from a Practicing Company Secretaries certifying the same.

26. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.