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Univastu India Ltd.

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Univastu India Ltd. (UNIVASTU) - Director Report

Company director report

Dear Members

The Director of your Company is pleased in presenting the Eighth (8th)Annual Report of your Company together with the Audited Financial Statements for the year2016-17 ended on 31st March 2017.

1. (A) Financial Results of our operations:

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

particulars 31st March 2017 31st March 2016
Total Revenue 4178.35 2319.08
Total Expenditure 3987.96 2218.55
Profit/(loss) before Tax 190.40 100.54
Tax Expenses: Current Tax 64.29 39.70
Deferred Tax- C.Y. (1.00) 0.00
Deferred Tax- L.Y (9.38) 0.00
Net Profit/(Loss) After Tax 136.48 60.84

Your Company continues with its rigorous cost restructuring exercises and efficiencyimprovements which have resulted in significant savings through continued focus on costcontrols and process efficiencies thereby enabling the Company to maintain profitablegrowth in the current economic scenario.

(B) consolidated Financial Results of the company:

The Consolidated Financial Statements of the Company and its Associates companiesprepared in accordance with the Companies Act 2013 and applicable Accounting Standardsalong with all relevant documents and the Auditors' Report form part of this AnnualReport. The Consolidated Financial Statements presented by the Company include thefinancial results of its associates Companies:

particulars 31st March 2017 31st March 2016
Total Revenue 4178.35 2319.08
Total Expenditure 3987.96 2218.55
Profit/(loss) before Tax 190.40 100.54
Tax Expenses: Current Tax 64.29 39.70
Deferred Tax-C.Y. (1.00) 0.00
Deferred Tax- L.Y (9.38) 0.00
Net Profit/(Loss) After Tax 136.48 60.84

The Company has sufficient means of Internal Financial Control for preparing theFinancial Statements.

2. Overview and future outlook

Our Company is an ISO 9001:2015 certified construction company and we provideintegrated engineering procurement and construction services (EPC) for civil &Structural construction and infrastructure sector projects. Our Company was incorporatedon April 29 2009 and we started construction activities in the same year. The RegisteredOffice of our Company is situated at Pune and currently Project Sites are mainly locatedin Maharashtra and Goa. Currently the construction activity being undertaken by usincludes civil & Structural construction and infrastructure contracts which have beensub contracted to us by main contractors.

We are also engaged in trading of construction materials. Our main trading productsinclude steel cement and electrical material.

Our focus area includes: Civil construction projects which include structures such asSports Complex Projects (Indoor and Outdoor Sport Stadiums) multi-purpose hallcommercial structures industrial structures Hospitals Cold Storages EducationalInstitution mass housing projects ;

• Water Supply and Drainage Projects;

• Road and Bridges Projects

• Major and Minor Irrigation Projects

• Metro Rail Projects

Our portfolio of completed and ongoing civil construction projects includes commercialand residential buildings industrial structure hospitals and educational campus roadscold storages water supply projects.

Our revenue details for past three years are detailed below:

Particulars 31.03.17 31.03.16 31.03.15 31.03.14
Civil construction projects 2167.52 1637.22 938.81 849.61
Water Supply and Drainage Projects 0.00 0.00 0.00 88.05
Road and Bridges Projects 150.09 0.00 1168.69 479.95
Major and Minor Irrigation Projects 0.00 0.00 0.00 519.74
Others 1845.79 678.32 146.34 24.5
Total 4163.40 2315.54 2253.84 1961.85

There are many eligibility criteria set by the clients for particular projects such asfinancial experience past projects executed by us etc. Wherever we are technically andfinancially qualified we follow a policy to bid/tender on our own.

We also subcontract specific construction and execution work related to projects tothird party contractors. Sometimes we execute the projects through our third party vendorcontractors to whom we subcontract construction and other execution work related toprojects. Over last few years the dependence on third party contractors is continuouslyreducing as we have been continuously developing and strengthening our own executioncapabilities. We are working continuously to strengthen our infrastructure enhance ourpresence and building the capabilities to execute end to end projects on our own.

We are committed to achieve and sustain growth by executing projects through efficientand effective operations on the agreed timelines. We strive to fulfill the specified needsof customers by providing reliable and proven technologies. All the activities of ourcompany are systematic documented planned and controlled to ensure agreed quality and ontime fulfillment of contractual requirement.

We are currently executing the following major projects:

sr. No. Name of Project
1 Construction of 100 Bed Hospital at Survey No.1 Res. No. 431 at Bhosari Pune.
2 Construction of New Market ComplexMarriage hall Conference hall and Joggers Park at Porvorim Goa.
3 Construction of Flower Trading Centre at Market Yard Gultekadi Pune.
4 Construction of Pavillion on west side Changing rooms Office VIP Dias Gymnasium atAssagao BardezGoa.
5 Construction of Administrative Building at Pune.
6 Construction of Residential Projects UniconNakshtra at Talegaon Sate

3. Dividend

Considering the future growth plans of the Company the Board of Directors do notrecommend any dividend for the financial year ended on 31st March 2017.

4. Management Discussion And Analysis Report:

Management Discussion and Analysis Report for the year under review as requiredpursuant to the provisions ofRegulation 34(2)(e) read with Schedule V(B) of SEBI (ListingObligations and Disclosure Requirements) Regulations2015 is annexed herewith vide Annexurei and forms an integral part of this Annual Report.

5. Risk Management Policy:

The Board adoptedRisk Management Policy and initiated necessary steps for framingimplementing and monitoring the risk management plan for theCompany.

The main objective of this policy is to ensure sustainable business growth and topromote a pro-active approach in identifying reportingevaluating and mitigating risksassociated with the business.

The policy establishes a structured and disciplined approach to Risk Management inorder to guide decisions on risk related issues.

As a matter of policy these risks are assessed and appropriate steps are taken tomitigate the same.

6. Amount Transferred to Reserves:

During the year company has received premium on allotment of Equity Shares Rs.4059000 and the same had been transferred to share premium account besides no otheramount has been transferred to general Reserves.

7. Directors and their Meeting

There was no change in the composition of directors during the year under review a) TheBoard consists of:

Sr. Name Designation Director Identification Number (DiN)
01. Mr. Pradeep KisanKhandagale Managing Director 01124220
02. Mrs. Rajashri Pradeep Khandagale Executive Director 02545231

b) Details of Board meetings:

During the year ended on 31st March 2017 Twelve (12) Board Meetingswere duly held on

Sr. Board Meeting Date No.
1. 10/04/2016
2. 15/06/2016
3. 12/08/2016
4. 05/09/2016
5. 19/10/2016
6. 20/10/2016
7. 16/11/2016
8. 21/11/2016
9. 20/12/2016
10. 06/01/2017
11. 31/01/2017
12. 20/03/2017

8. Director's Responsibility statement

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

(i) in the preparation of the annual accounts for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures.

(ii) the directors had 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 andProfit of the company for that period

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors have prepared the annual accounts on a going concern basis.

(v) the directors have devised proper systems to ensure compliance with the provisionsof all the applicable laws and

that such systems were adequate and operating effectively.

9. Auditors

At the annual general meeting of the company held on 30th September 2015M/s P. V PAGE & CO Chartered Accountants Mumbai were appointed as statutoryauditors of the company for a term of five years ( i.e. from the FY 2015-16 to FY 201920)to hold office upto the conclusion of the annual general meeting of the Company to be heldin the year FY 2020-21 and in the terms of first proviso of section 139 of the CompaniesAct 2013 the appointment of auditors shall be placed for ratification at every annualgeneral meeting.

Accordingly the appointment of M/s P. V PAGE & CO (FRN 107243W) CharteredAccountants Mumbai as statutory auditor of the company is placed for ratification bythe members of the company. In this regard the company has received a certificate fromthe auditors to the effect that if their appointment is ratified it would be inaccordance with the provisions of section 141 of the Companies Act 2013.

The company is not required to appoint internal auditor and cost auditor.

10. Auditors Report

The Auditors' Report does not contain any qualification reservation or adverse mark.

11. Fraud Reporting by Auditors:

The Auditor of the company in the course of the performance of his duties as auditorhas not found any fraud committed by its officers or employees during the financial year2016-17.

However no fraud reporting made by the Auditor to the Board of Directors of thecompany under section 143(12) of the Companies Act 2013.

12. Particulars of subsidiaries joint ventures and associate companies

During the financial year the board reviewed the affairs of its associate companiesand pursuant to provisions of Section 129(3) of the Companies Act 2013 details ofassociate companies in prescribed Form AOc-1 is enclosed as Annexure ii as apart of this Board's Report.

There were no Subsidiary and Joint Ventures to the Company

13. Particulars of Loans Guarantees or lnvestments(section 186)

The Company has not granted any loan given guarantee or made an investment undersection 186 of the Companies Act 2013 during the year ending on 31st March2017.

14. Particulars of contracts or Agreements with Related Parties (section 188)

Particulars of contracts or arrangements with related parties within the meaning ofSection 188 (1) of the Companies Act 2013 in Form AOC-2 of the Companies(Accounts) Rules 2014 are enclosed as Annexure-lll to this report.

15. Material changes and commitments affecting the financial position from the endof the financial year to the date of this report:

following are the material changes and commitments which affects the financial positionof the company during the financial year 2016-17 and from the end of the financial year tothe date of this report:

A) Important events during Financial Year 2016-17.

i) Change in Authorized Share Capital:

During the financial year 2016 -17 the Authorized Share capital of the Company hasincreased from Rs. 20000000/- (Two Crore) comprising of 2000000 (Twenty Lacs) equityshares of Rs 10/- each to Rs. 60000000/- (Six Crore) comprising of 6000000 (SixtyLacs) equity shares of Rs 10/-

Further company has adopted new set of Articles of Association in line with Table F ofSchedule I of the Companies Act 2013.

ii) Share Capital

Sr.No Type of Allotment Date of Allotment Total Number of Shares Allotted Type of Meeting Held
1 Rights Issue 19/10/2016 500000 Board Meeting
2 Bonus Issue 21/11/2016 2550000 Extra-Ordinary General Meeting
3 Rights Issue 20/12/2016 125000 Board Meeting
4 Rights Issue 15/03/2017 10300 Board Meeting

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

B) Important Events carried after the Financial Year end till the date of thisReport:

i) Appointment of Independent Director:

Maj. Gen. (Dr.) Vijay Pawar (retd.) CA. Ravindra Savant and Ar. Ganesh Wable wereappointed as Independent Directors of the company for the term of five years with effectfrom 1st April 2017 unto 31st March 2022.

ii) Key Managerial Personnel:

CA Pravin Patil was appointed as Chief Financial Officer of the Company with effectfrom 1st April 2017.

CS Dhaval Parekh holding Membership No. A38083 in the Institute of Company Secretariesof India was appointed as a Company Secretary of the Company with effect from 19thMay 2017.

iii) Committees of the Board :

a) Audit committee:

The audit committee is constituted on 1st April 2017 and the members of thecommittees are:-

Name of Member category Designation
CA. Ravindra Savant Independent Director Chairman
Mr. Pradeep Khandagale Managing Director Member
Maj. Gen. (Dr.) Vijay Pawar (retd.) Independent Director Member

b) Nomination And Remuneration committee

The Nomination and remuneration committee is constituted on 1st April 2017and the committee members are:

Name of Member category Designation
Maj. Gen. (Dr.) Vijay Pawar (retd.) Independent Director Chairman
Ar. Ganesh Wable Independent Director Member
CA. Ravindra Savant Independent Director Member

c) stakeholders Relationship committee

The Stakeholders Relationship Committee is constituted on 1st April 2017 TheCompany Secretary act as a Secretary to the Committee and the committee members are:

Name of Member category Designation
Ar. Ganesh Wable Independent Director Chairman
Mrs.Rajashri Khandagale Executive Director Member
CA. Ravindra Savant Independent Director Member

iv) Change in Address of Registered Office of Companv:-

The Registered office of the Company is shifted from A-13 RUTUJA RESIDENCY PLOTNO.17+18 S.NO. 120 MODERN COLONY SHIVTIRTH NAGAR KOTHRUD PUNE-411038 to BUNGLOW NO36/B C.T.S. NO 994 & 945 (S.NO.117 & 118) MADHAV BAUG SHIVTIRTH NAGAR KOTHRUDPUNE-411038 with effect from April 1 2017.

v) conversion of the companv:-

The Management proposed to go for initial public offer through SME stock exchange andaccordingly Board decided to convert the Company into the Public Limited CompanyConsequent to conversion of the company from private limited to public the name of thecompany Univastu India Private Limited has been changed to UNIVASTU INDIA LTD witheffect from 18th May 2017.

vi) Initial Public Offer (IPO) & Listing at NSE (E- Merge):

During the year pursuant to the approval by the members of the Company at their ExtraOrdinary General Meeting held on 20th May 2017. The company approached thecapital market with an Initial Public offering by means of issue and allotment of equityshares by public issue of 1497000 equity shares of face value of 10.00 each for cash ata price of 40.00 per equity share (including a share premium of 30.00 per equity share)aggregating to 598.80 lakhs by way of fixed price Process.

16. Declaration under Section 149(6) of the companies Act 2013 from the IndependentDirectors:

During the year 2016-17 being a private limited company there is no Independentdirectors were appointed further after year end the Company has received declaration fromall independent directors confirming that they meet the criteria of independence asprescribed both under Section 149(6) of Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirement) Regulation 2015.

17. Unsecured loans accepted from Directors or their relatives:

During the financial year 2016-2017 company has outstanding unsecured loans acceptedfrom directors:

sr. Particulars Amount Outstanding as on 31/03/2017
a). From Directors : 16.77
b) From Relatives of Directors: 0.00
c) Inter-corporate Borrowings 0.00

The outstanding balance of the same as on 31st March 2017 is Rs.1676780.00 (Rupees Sixteen Lakhs Seventy Six Thousand Seven Hundred and Eighty only)

18. Particulars of Employees

During the year under review the Company had no employee as specified under rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

19. conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:-

During the year ending on 31st March 2017 the Company has taken adequatemeasures at all levels for conservation of energy. The Company has concentrated on use oftechnologyefficiently to facilitate enhancement of its capabilities.

There is no foreign exchange earnings and outgo during the year under review.

20. Deposits:-

The Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 during the year ending on 31st March 2017.

21. Extract of Annual Return:-

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is enclosed as an AnnexureIV to this Report.

22. Significant or Material Orders:-

During the year ending on 31stMarch 2017 no regulator or court or tribunalhas passed any order impacting the going concern status of the company and its operationsin future.

23. corporate social Responsibility (csR) :-

The Company was not required to constitute Corporate Social Responsibility (CSR)committee and comply with requirements of section 135 of the Companies Act 2013 and therules made thereunder.

24. Vigil mechanism:-

In pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Company hasestablished a vigil mechanism that enable the directors and Employees to report genuineconcerns. The vigil mechanism provides for (a) adequate safeguard against victimization ofperson who use the mechanism.

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

25. Disclosure under the sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

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

26. internal Financial controls:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.

27. Acknowledgement:

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

The Directors also wish express their deep sense of appreciation to CustomersShareholders Vendors Bankers Business Associates Regulatory and Government Authoritiesfor their consistent support.


managing director director
DIN-01124220 DIN- 02545231
Place: Pune
Date: 19/06/2017