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Univastu India Ltd.

BSE: 538442 Sector: Infrastructure
NSE: UNIVASTU ISIN Code: INE562X01013
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Univastu India Ltd. (UNIVASTU) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the Tenth (10th) Annual Report of your Company together with the Audited Financial Statements for the year 2018-19 ended on 31st March 2019.

1. FINANCIAL RESULTS OF OUR OPERATIONS:

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.

(Rs. In Lakhs)

PARTICULARS31st March 201931st March 2018
Total Revenue10035.608169.79
Total Expenditure9418.277779.87
Profit/(loss) before Tax617.33466.00
Tax Expenses: Current Tax170.00111.26
Deferred Tax-C.Y.0.0922.03
Deferred Tax- L.Y.--
Net Profit/(Loss) After Tax447.23332.71

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 maintain profitable growth in the current economic scenario.

2. CONSOLIDATED FINANCIAL RESULTS OF THE COMPANY:

The Consolidated Financial Statements of the Company and its 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:

(Rs. In Lakhs)

PARTICUlARS31st March 201931st March 2018
Total Revenue10106.828169.79
Total Expenditure9480.797779.87
Profit/(loss) before Tax626.03466.00
Tax Expenses: Current Tax172.24111.26
Deferred Tax-C.Y.0.1222.03
Deferred Tax- L.Y.--
Net Profit/(Loss) After Tax453.67332.71

WEB ADDRESS OF THE COMPANY: www.univastu.com

3. STATE OF COMPANY'S AFFAIRS AND OVERVIEW:

Our Company is an ISO 9001:2015 certified construction company and we provide integrated engineering procurement and construction services (EPC) for civil & Structural construction and infrastructure sector projects. Our Company was incorporated on April 29 2009 and we started construction activities in the same year. The Registered Office of our Company is situated at Pune and currently Project Sites are mainly located in Maharashtra and Goa. Currently the construction activity being undertaken by us includes civil & Structural construction and infrastructure contracts.

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

Our focus area includes: Civil construction projects which include structures such as Sports Complex Projects (Indoor and Outdoor Sport Stadiums) multi-purpose hall commercial structures industrial structures Hospitals Cold Storages Educational Institution mass housing projects ;

 Water Supply and Drainage Projects;

 Road and Bridges Projects

 Major and Minor Irrigation Projects

 Metro Rail Projects

4. Change(s) in the nature of business if any

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

5. Transfer of unclaimed dividend to Investor Education and Protection Fund If any:

The company has not transferred any unclaimed dividend to Investor Education and Protection Fund during the year under review.

6. Changes in Share Capital:

The authorised share capital of the company was Rs. 60000000/- (Six crore) comprising of 6000000 (Sixty Lac) equity shares of Rs 10/- each and paid up equity share capital of the Company was Rs. 56823000/-(Rupees Five Crore Sixty Eight Lacs Twenty Three Thousand Lacs) comprising of 5682300 (Fifty Six Lacs Eighty Two Thousand Three Hundred equity shares of Rs 10/- each as on 31st March 2019.

The company did not issue shares with differential voting rights nor sweat equity nor granted employee stock option scheme year under during the financial 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.

7. Details pertaining to shares in suspense account: (Para F of Schedule V of the Listing Regulations 2015)

There is no shares is in suspense account.

8. Dividend:-

Considering the future growth plans of the Company the Board of Directors do not recommend any dividend for the financial year ended on 31st March 2019.

9. Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to `Meetings of the Board of Directors' and `General Meetings' respectively have been duly followed by the Company.

10. Details of Subsidiary :

Your Company had a Subsidiary Company i.e Univastu Hvac India Private Limited. During its first year of operations a subsidiary company shown a good performance during the year under review.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

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.

12. PARTICULARS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:-

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

There is no Joint Ventures to the Company.

13. PARTICULARS OF CONTRACTS OR AGREEMENTS WITH RELATED PARTIES (SECTION 188):-

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 party's were in its ordinary course of business and on arms' length basis.

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

14. RISK MANAGEMENT POLICY:

The Board adopted Risk Management Policy and initiated necessary steps for framing implementing and monitoring the risk management plan for the Company.

The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying reporting evaluating and mitigating risks associated with the business.

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

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

15. AMOUNT TRANSFERRED TO RESERVES:-

During the year company has not received any premium on allotment of Equity Shares. But the amount of Rs.44208768/- has been lying in share premium account besides no other amount has been transferred to general Reserves.

16. DIRECTORS AND THEIR MEETING:-

In accordance with the requirements of the Companies Act 2013 and Articles of Association of the Company Mrs. Rajashri Khandagale Director of the Company retire at the forthcoming Annual General Meeting and being eligible offer herself for re-appointment as Director liable to retire by rotation. The Board Consist of:

Sr. No.NameDesignationDirector Identification Number (DIN)Appointment date
01.Mr. Pradeep Kisan KhandagaleManaging Director0112422029/04/2009
02.Mrs. Rajashri Pradeep KhandagaleNon-Executive Director0254523110/02/2015
03.Maj. Gen. Dr. Vijay Pandurang Pawar (retd.)Independent Director0713557201/04/2017
04.CA. Ravindra Manohar SavantIndependent Director0056966101/04/2017
05.Ar. Ganeshkumar Changdeo WableIndependent Director0208537901/04/2017

* Ar. Ganeshkumar Changdeo Wable Independent Director of the Company has resigned from his post and the Board of Director has accepted his resignation in their meeting held on Wednesday 28 August 2019.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:-

The Board met 9 (Nine) 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.

18. EXTRACT OF ANNUAL RETURN:-

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

19. DISCLOSURES UNDER SECTION 197 (12) OF THE COMPANIES ACT 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RUlES 2014:-

In 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 2019.

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 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.

20. AUDITORS:-

a) Statutory Auditors

At the annual general meeting of the company held on 30th September 2015 M/s P. V. PAgE & CO. Chartered Accountants Mumbai were appointed as statutory auditors of the company for a term of five consecutive years (i.e. from the FY 2015-16 to FY 2019-20) to hold office upto the conclusion of the annual general meeting of the Company to be held in the year FY 2020-21. They have confirmed that they are not disqualified from continuing as Auditors of the Company

The company is not required to appoint cost auditor of the Company.

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 M/s MV & Associates Practicing Company Secretaries Pune as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2018-19 and their report is annexed to this Board report as Annexure V. The Board has also re-appointed M/s MV & Associates Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2018-19. The Secretarial Auditor's Report in the prescribed format for the period ended March 31 2019 is annexed to this Directors' Report and forms part of the Annual Report.

c) Internal Auditors

M/s. K H S & Associates Chartered Accountant Mumbai (FRN W131893) appointed as internal auditors of the Company for the Financial Year 2018-19 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 the Companies (Cost Records and Audit) Rules 2014 the Company is required to maintain cost records and accordingly such accounts are made and records has been maintained in respect of the applicable products for the year ended 31st March 2019 21.

AUDITORS REPORT:-

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

22. FRAUD REPORTING BY AUDITORS:-

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 2018-19. 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.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS (SECTION 186):-

The Company has not granted any loan given guarantee. The company has made an in investment of Rs.76000 in Univastu HVAC India Private Limited under section 186 of the Companies Act 2013 during the year ending on 31st March 2019.

24. EXPLANATION OR COMMENTS ON REMARKS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS:-

There were no qualifications reservations or adverse remarks made by the Statutory Auditors and Secretarial Auditors in their report.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT:-

There have no material changes and commitments affecting the financial position of the company from the end of the year 2019 upto the date of this report Further there has been no change in the nature of business carried on by the Company.

26. IMPORTANT EVENTS DURING FINANCIAL YEAR 2018-19:-

Following are the important events held during the year 2018-19

i) Key Managerial Personnel:-

Name of the KMPDesignationDate of AppointmentDate of Resignation
Ms. Neelam PrajapatiCompany Secretary25/10/201720/10/2018
Mr. Ankush PatilCompany Secretary20/10/2018-

CS Neelam Prajapati who had been appointed as the Company Secretary as well as KMP as per the provisions of Section 203 of the Companies Act 2013 and who had also been designated as the Compliance Officer of the company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 resigned on 20th October 2018.

Following Ms. Neelam Prajapati resignation CS Ankush Patil was appointed as the Company Secretary as well as KMP as per the provisions of Section 203 of the Companies Act 2013 and who had also been designated as the Compliance Officer of the company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with effect from 20th October 2018.

27. COMMITTEES OF THE BOARD:

(a) Audit Committee:-

The audit committee is constituted on 22nd May 2017 and the members of the committees are:-

Name of MemberCategoryDesignation
CA. Ravindra SavantIndependent DirectorChairman
Mr. Pradeep KhandagaleManaging DirectorMember
Maj. Gen. (Dr.) Vijay Pawar (retd.)Independent DirectorMember

The Audit committee presently comprises three members. The chairman of the committee Ravindra Savant is a Fellow Member of The Institute of Chartered Accountants of India Pradeep Khandagale and Dr. Vijay Pawar are the other members of the committee. The committee met four times during the financial year 2018-19 on May28 2018 August 7 2018 November 142018 and March 01 2019. Details of meetings attended by the members are as follows:

Committee membersCategoryNumber of meetings attended
HeldAttended
CA. Ravindra Manohar SavantIndependent44
Maj. Gen. Dr. Vijay Pandurang Pawar (retd.)Independent44
Pradeep KhandagaleManaging Director44

The constitution of the committee meets with the requirements of section 177 of the Companies Act 2013.The committee reviews various aspects of internal controls internal auditors' reports on a regular basis. The committee also reviews information as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The terms of the charter broadly include:

Powers of Audit Committee are as under:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise if it considers necessary.

Terms of reference of the Audit Committee are as under:

 Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible;

 Recommendation for appointment re-appointment and replacement remuneration and terms of appointment of auditors of our Company;

 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

 Reviewing with the management the annual financial statements and auditor's report thereon before submission to the board for approval with particular reference to:

- Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act 2013;

- Changes if any in accounting policies and practices and reasons for the same;

- Major accounting entries involving estimates based on the exercise of judgment by management;

- Significant adjustments made in the financial statements arising out of audit findings;

- Compliance with listing and other legal requirements relating to financial statements;

- Disclosure of any related party transactions; and

- Modified opinion(s) in the draft audit report.

 Reviewing the quarterly financial statements with the management before submission to the Board for approval;

 Reviewing with the management the statement of uses / application of funds raised through an issue (public issue rights issue preferential issue etc.) the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;

 Review and monitor the auditor's independence and performance and effectiveness of audit process;

 Approval or any subsequent modification of transactions of our Company with related parties;

 Scrutiny of inter-corporate loans and investments;

 Valuation of undertakings or assets of our Company wherever it is necessary;

 Evaluation of internal financial controls and risk management systems;

 Monitoring the end use of funds raised through public offers and related matters;

 Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems;

 Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit;

67>

 Discussion with internal auditors of any significant findings and follow up there on;

 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

 Discussion with statutory auditors before the commencement of the audit about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

 To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors;

 To establish and review the functioning of the whistle blower mechanism;

 Approval of appointment of the chief financial officer (i.e. the whole-time finance director or any other person heading the finance function or discharging that function) qualifications experience and background etc. of the after assessing the candidate;

 Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

 Review of:

1) management discussion and analysis of financial condition and results of operations;

2) statement of significant related party transactions (as defined by the audit committee) submitted by management;

3) management letters / letters of internal control weaknesses issued by the statutory auditors;

4) internal audit reports relating to internal control weaknesses;

5) the appointment removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

6) statement of deviations including

- quarterly statement of deviation(s) including report of monitoring agency if applicable submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations;

- Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

As required under Regulation 18 of the SEBI (LODR) Regulations the Audit Committee shall meet at least four times in a year and not more than four months shall elapse between two meetings. The quorum shall be two members present or one-third of the members whichever is greater provided that there should be a minimum of two independent members present.

(b) Nomination And Remuneration Committee:-

The Nomination and remuneration committee is constituted on 22nd May 2017 and the committee members are:

Name of MemberCategoryDesignation
Maj. Gen. (Dr.) Vijay Pawar (retd.)Independent DirectorChairman
Ar. Ganesh WableIndependent DirectorMember
CA. Ravindra SavantIndependent DirectorMember

The committee presently comprises three members all nonexecutive directors. Maj. Gen. (retd.) Dr. Vijay Pawar (Chairman) AR. Ganesh Wable and CA. Ravindra Savant are the members of the committee. The committee met thrice during the 2018and October 20 2018. financial year 2018-19 on May 28 2018

Details of meetings attended by the members are as follows:

Committee membersCategoryNumber of meetings attended
HeldAttended
Maj. Gen. Dr. Vijay Pandurang Pawar (retd.)Independent33
CA. Ravindra Manohar SavantIndependent32
AR. Ganeshkumar WableIndependent33

The terms of the charter broadly include:

Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board policy relating to the remuneration of the directors key managerial personnel and other employees. The Nomination and Remuneration Committee shall while formulating such policy ensure that:

- the level and composition of remuneration is reasonable and sufficient to attract retain and motivate directors of the quality required to run the company successfully;

- relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

- remuneration to directors key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

 Devising a policy on diversity of board of directors;

 seniormanagementinaccordancewiththecriterialaiddownrecommendtotheBoardtheirappointmentandremovaland shall carry out evaluation of every director's performance;

 To extend or continue the term of appointment of the independent director on the basis of the report of performance evaluation of independent directors.

(c) Stakeholders Relationship Committee:-

The Stakeholders Relationship Committee is constituted on 22nd May 2017. The Company Secretary act as a Secretary to the Committee and the committee members are:

Name of MemberCategoryDesignation
Ar. Ganesh WableIndependent DirectorChairman
Mrs. Rajashri KhandagaleNon-Executive DirectorMember
CA. Ravindra SavantIndependent DirectorMember

The committee presently comprises three members. AR. Ganesh Wable(Chairman) and CA. Ravindra Savant are the members of the committee. The committee met four times during the financial year 2018-19 on May 28 2018 August 07 2018 November 14 2018 and March1 2019.

Details of meetings attended by the members are as follows:

Committee membersCategoryNumber of meetings attended
HeldAttended
AR. Ganeshkumar WableIndependent44
CA. Ravindra Manohar SavantIndependent44
Mrs. Rajashri KhandagaleNon-Executive44

The committee reviews the performance of Bigshare Services Private Limited the company's Registrar and Transfer Agent (RTA) and also recommends measures for overall improvement for better investor services. The committee specifically looks into complaints of shareholders and investors pertaining to transfer/ transmission of shares non-receipt of share certificates non-receipt of dividend etc.

The terms of the charter broadly include:

 To look into the redressal of grievances of shareholders debenture holders and other security holders;

 To investigate complaints relating to allotment of shares approval of transfer or transmission of shares;

 To consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares non-receipt of balance sheet non-receipt of declared dividends; and

 To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as and when amended from time to time.

28. Details relating to material variations (IPO Fund Utilisation):-

The Company has raised the fund to meet the working capital requirement and issue expenses purpose. As the Company has raised the fund in the month of July 2017 during the year 2017- 18 these funds were utilized for the said purpose only.

So there is no deviation/ variation in use of proceeds of an issue as specified in Regulation 32(4) of the Listing Regulations.

30. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT 2013 FROM THE INDEPENDENT DIRECTORS:-

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 thereunder.

29. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:-

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.

30. UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES:

During the financial year 2018-19 company has accepted unsecured loans from directors:

(Rs. In Lakh)

Sr. ParticularsAmount Outstanding as on 31/03/2019
From Directors :181.78
From Relatives of Directors:0.00
Inter-corporate Borrowings0.00

The outstanding balance of the same as on 31st March 2019 is Rs. 18177983 (Rupees One Crore Eighty one lacs Seventy Seven Thousand Nine Hundred and eighty three only).

31. REMUNERATION POLICY FOR DIRECTORS AND KMP:-

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.

32. DIRECTOR'S RESPONSIBILITY STATEMENT:-

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

(i) in the preparation of the annual accounts for the year ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

(iii) the directors have taken proper and sufficient care 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.

(iv) the directors have prepared the annual accounts on a going concern basis. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(v) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. PERFORMANCE EVALUATION:-

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.

Independent Directors have three key roles governance control and guidance. Some of the performance indicators based on which the Independent Directors are evaluated include:

a) Ability to contribute to and monitor the Company's Corporate Governance practices.

b) Ability to contribute by introducing international best practices to address top-management issues.

c) Active participation in long-term strategic planning.

d) Commitment to the fulfillment of a Directors' obligations and fiduciary responsibilities; these include participation in the Board and the Committee Meetings.

In pursuance of above the Company has devised a policy for performance evaluation of Independent Directors Board Committees and other individual 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.

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-

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:

A. CONSERVATION OF ENERGY:-

(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.

B. TECHNOLOGY ABSORPTION:-

(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.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:-

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is given below:

ParticularsAmount in Rs.
Foreign exchange earningsNIL
Foreign exchange expenditureNIL

35. DEPOSITS:-

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act 2013 during the year ending on 31st March 2019.

36. SIGNIFICANT OR MATERIAL ORDERS:-

During the year ending on 31stMarch 2019 no regulator or court or tribunal has passed any order impacting the going concern status of the company and its operations in future.

37. 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 the rules made thereunder.

38. VIGIL MECHANISM:-

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.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:-

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).

40. INTERNAL FINANCIAL CONTROLS:-

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

(I) Internal Control Systems and their adequacy:

The management has put in place effective Internal Control Systems to provide reasonable assurance for:

 Safeguarding assets and their usage.

 Inspection of assets debtors and inventory periodically.

 Maintenance of Proper Accounting Records and

 Adequacy and Reliability of the information used for carrying on Business Operations.

(II) Key elements of the Internal Control Systems are as follows:

 Existence of Authority Manuals and periodical updating of the same for all Functions.

 Existence of clearly defined organizational structure and authority.

 Existence of corporate policies for Financial Reporting and Accounting.

 Existence of Management information system updated from time to time as may be required.

 Existence of Annual Budgets and Long Term Business Plans.

 Existence of Internal Audit System.

 Periodical review of opportunities and risk factors depending on the Global / Domestic Scenario and to undertake measures as may be necessary.

The Company has Auditor and also active team of professionals to ensure compliance and effectiveness of the Internal Control Systems in place.

The Board of Directors is regularly reviewing the progress reports for the audit carried out in all the key areas of the operations. Additionally the Board of Directors approves all the audit plans and reports for significant issues raised by the Internal and External Auditors. Regular reports on the business development future plans and projections are given to the Board of Directors.

Internal Audit Reports are regularly circulated for perusal of Senior Management for appropriate action as required.

Normal foreseeable risks of the Company's assets are adequately covered by comprehensive insurance. Risk assessments inspections and safety audits are carried out periodically.

41. CORPORATE GOVERNANCE:-

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.

42. ACKNOWLEDGEMENT:-

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.

BY ORDER OF BOARD OF DIRECTORS
UNIVASTU INDIA LTD
Sd/-
PRADEEP KHANDAGALE
PlACE: PUNEMANAGING DIRECTOR
DATE: 28/08/2019DIN-01124220
Sd/-
RAJASHRI KHANDGALE
NON EXECUTIVE DIRECTOR
DIN-02545231

   

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