Dear Members,
Your Directors are pleased to present the Fourth Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2023.
STANDALONE FINANCIAL RESULTS
The highlights of the standalone financial results are as under: (in Rs. Lakhs)
OPERATING HIGHLIGHTS
The Company earned total income of 28,790.70 lakhs for the year ended 31stMarch, 2023 as against Rs. 18,562.92 lakhs for the previous year. The EBITDA for the year under review stood at 2151.30 lakhs as compared to 1,631.41 lakhs for the previous year, while the Net Profit stood at 1,604.72 lakhs as compared to 1,237.29 for the previous year.
There was no change in the nature of business of the Company during the year under review.
Dividend & Dividend Distribution Policy
In order to conserve the financial resources in company for future growth of the business the Board has not recommended any dividend for the financial year ended 31st March, 2023.
TRANSFER TO RESERVES
No amount is transferred to the general reserves account for the 04th financial year ended 31st March, 2023. However, the net profit of the year is transferred to surplus account under the head Reserves and Surplus in Balance Sheet.
DEPOSITS
During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the "Act") and the Companies (Acceptance of Deposits) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. In compliance with the Regulation 34 read with Schedule V of Listing Regulations, a detailed report on Corporate Governance forms part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.
BUSINESS RESPONSIBILITY REPORT
SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. Since, the provisions of the Regulation 34(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the year ended March 31, 2023 based on the market capitalization, the Business Responsibility and Sustainability Report is therefore not given.
CREDIT RATING
During the year under review Brickwork Ratings India Private Limited has given credit ratings for the financial facilities as (1) Fund Based BWR BBB -/Stable Upgrade and (2) Non-Fund Based BWR A3 Upgrade.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts and arrangements with related parties that were entered in to during the financial year 2022-23 were on an arm's length basis and in the ordinary course of business. All related party transactions were placed before the Audit Committee for approval/omnibus approval as per the Company's policy on related party transactions. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive in nature on yearly basis. A statement giving details of all related party transactions is placed before the Audit Committee for their approval. The company was listed post closure of financial year thus applicability of provisions of SEBI (Listing obligations and Disclosure Requirements) regulations 2015 relating to related party transaction were not applicable. During the year under review, there are no materially significant related party transactions that may have potential conflict with interest of the Company at large. The Company has entered in to any contracts or arrangements or transactions which are at arm's length basis and in ordinary course of business after obtaining approval in general meeting with related parties, the disclosure of particulars pursuant to section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are attached as Annexure III . Further, the details of the related party transactions entered into during the year are given under Note No. 29 of the Financial Statements forming part of this Annual Report.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
There are no Holding, Subsidiary, Joint Venture or Associate Companies.
SHARE CAPITAL
During the year, there was change in the Authorized Share Capital and Paid up Share Capital of the Company.
Pursuant to Section 61, 64, 13 and 14 of Companies Act,2013 On 30/08/2022 the Ordinary resolution passed by the shareholders and Authorized Capital increased from Rs. 36,50,00,000/- (Rupees Thirty Six Crores Fifty Lakhs Only), divided into 3,65,00,000 (Rupees Three Crores Sixty Five Lakhs Only)Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 56,50,00,000/ - (Rupees Fifty Six Crores Fifty Lakhs Only) Divided Into 5,65,00,000 (Five Crores Sixty Five Lakhs Only) Equity Shares Of Rs. 10/ - (Rupees Ten Only) Each by altering Clause 5th of the Memorandum of Association relating to Authorized Share capital.
The Company came with Initial Public Offer (IPO) during the year under review. The IPO opened on 20th March, 2023 and closed on 23rdMarch 2023. For the purposes of this Issue, BSE Limited is the Designated Stock Exchange. BSE being the Designated Stock Exchange the basis of Allotment was finalised after complying with other related applicable laws and allotment was done on 29th March, 2023 , the equity shares were allotted as per list pursuant to the Issue and in compliance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, 1,88,57,142 Equity Shares, at an Issue price of 35/- per Equity Share including a share premium of 25/- per Equity Share under the Issue, to the respective applicants in various categories, comprising 18,85,713 Equity Shares are allotted to Qualified Institutional Bidders, 56,57,143 Equity Shares are allotted to Non-Institutional Bidders and 1,13,14,286 Equity Shares are allotted to Retail Individual Bidders at an Issue Price of 35/- in terms of the basis of allotment approved in consultation with the authorized representative of BSE Limited (the "Designated Stock Exchange").
Now the new structure is as follows:
Authorized share Capital: Rs. 56, 50, 00,000/ - (Rupees Fifty Six Crores Fifty Lakhs Only) Divided into 5, 65, 00,000 (Five Crores Sixty Five Lakhs Only) Equity Shares of Rs. 10/ - (Rupees Ten Only) Each.
Paid up capital of the Company : Rs. 55,35,71,420 /- (Rupees Fifty Five Crores Thirty Five Lakhs Seventy One Lakhs Four Hundred and Twenty Only) divided into 5,53,57,142 (Five Crores Fifty Three Lakhs Fifty Seven Thousand One Hundred and Forty Two) Equity shares of Rs. 10/- (Rupees Ten Only) each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 (the ‘Act') Ms. Manjushree Shivakumar, Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for reappointment. The Director have confirmed that she is not disqualified under sub-section (2) of Section 164 of the Act and she is eligible for re-appointment as Directors of the Company.
With an intention to broad base the Board and taking in to consideration knowledge, experience and qualification, the Board of Directors of the Company appointed Mr. Matada Shivalingaswamy as Additional Independent Director with effect from 05th September, 2023. He hold office up to the date of this annual general meeting. The Company has received due notices in writing from the members, under section 160(1) of the Act, proposing his candidature for the office of Director of the Company.
Further, following were changes in directorship and Key Managerial Personal
On 5th September, 2023 Mr. Matada Shivalingaswamy (DIN: 10283087) as an Additional Director (Independent Non Executive) of the company.
On 21st July, 2023 Mrs. Mangala Prabhu (DIN: 06450659) resigned from the post of independent director from the Company.
On 25th May, 2023 Mr. Shreenivas Devaggi Janardhanappa (DIN: 09736952) resigned from the post of director from the Company.
On 19th December, 2022 Mrs. Mangala Prabhu (DIN: 06450659) was appointed as an Independent Director of the Company.
On 28th October, 2022 Mrs. Ragini Chokshi (DIN: 06743306) was appointed as an Independent Director of the Company.
On 17th September, 2022Mr. Sreenivas Devaggi Janardhanappa [DIN: 0009736952) And Mr. Chandra Mohan Rajasekar [DIN: 0009737065] was appointed as an Independent Director of the Company.
On 30th August, 2022 Ms. Manjushree Shivakumar (DIN: 09597357) appointed as Executive Director of the Company.
On 30th August, 2022 Mr. Pandith Hanumanthappa Nagappa (DIN: 09691407) Appointed as Director of the Company and on 12th September, 2022 resigned from the Post of Director.
On 25th August, 2022 Mrs. Sanjeevani Redekar, member of the Institute of Company Secretaries of India, New Delhi, having membership No.A40279 was appointed as the Company Secretary of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013.
On 20th August, 2022 Mr. Sheetalkumar Kodachawad (PAN: BATPK6578F) was appointed as Chief Financial Officer in the Company.
On 8th May 2023 BHARTI RAMCHANDANI (ASMPR4874P) member of the Institute of Company Secretaries of India, New Delhi, was appointed as a appointed as the Company Secretary of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013.
On 02nd May, 2023Mrs. Sanjeevani Redekar resigned from the Company from the post of Company Secretary
On 01st June, 2022 Mrs. Bharti Ramchandani resigned from the Company from the post of Company Secretary.
On 19th April, 2022 Bharti Ramchandani (ASMPR4874P) member of the Institute of Company Secretaries of India, New Delhi, was appointed as a appointed as the Company Secretary of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013 and
The policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Listing Regulations adopted by the Board is appended as Annexure VI to the Board's Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available on the website of the Company: www.uskinfra.com
INTERNAL FINANCIAL CONTROL
The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Company's internal financial control systems and monitors the implementation of recommendations made by the Committee.
The Auditors of the Company have also opined that "the Company has in all material respects an adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2023". Further certificate of compliance from the Executive Director and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Act:
(i) In the preparation of the annual accounts, the applicable accounting standards (IND AS) have been followed along with proper explanation relating to material departures.
(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period.
(iii) The Directors have taken proper and sufficient care forth 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.
(iv) The Directors have prepared the annual accounts on going concern basis.
(v) 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.
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.
SECRETARIAL AUDITORS AND THEIR REPORT
The Board of Directors appointed Roshan Raikar & Associates, Practicing Company Secretary (MembershipNo.10814 /CPNo.12146), to conduct Secretarial Audit for the financial year 2022-23.
Pursuant to SEBI Circular dated February 8, 2019, in addition to the Secretarial Audit Report as mentioned above, the Company has obtained Secretarial Compliance Report from Roshan Raikar & Associates, Practicing Company Secretary (MembershipNo.10814 /CPNo.12146), for the year ended March 31, 2023.A copy of the Secretarial Compliance Report so obtained, is filed with the BSE Limited and National Stock Exchange of India Limited.
The Secretarial Audit Report and the Secretarial Compliance Report do not contain any qualification, reservation and adverse remark and therefore do not call for any explanation or comments.
The Secretarial Audit Report and Secretarial Compliance Report for the financial year ended March 31, 2023 are annexed and forms part of this Report as Annexure IV and V
The said report is also available on the website of the Company at www.uskinfra.com.
During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.
BOARD EVALUATION
Pursuant to Section 178(2) of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board carried out an annual evaluation of every Director's performance. Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board evaluated the performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman.
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s. NBT & COMPANY (Firm RegistrationNo.10489W) was appointed as Statutory Auditors of the Company at the MUMBAI for a term of 5 consecutive years to hold office from the conclusion of the 3rd Annual General Meeting till the commencement of the 8th Annual General Meeting. In accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every
Annual General Meeting. Thus, NBT & COMPANY will continue to hold office till the conclusion of 8THAnnual General Meeting.
The Auditors Report to the shareholder for the year ended March31, 2023 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.
The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
COST RECORDS AND COST AUDIT
Pursuant to the provisions of Section 148 (1) of the Companies Act, 2013, the Company has included cost records in its books of accounts as required by Rule 3 of the Companies (Cost Records and Audit) Rules 2014.
Since Cost Audit is applicable, the Board of Directors in its meeting held on 19th April, 2022 appointed M/s. MURTHY & CO. LLP(FRN:000648) for conducting audit for financial year ended 31st March, 2023, further their appointment and ratification of remuneration was done in the Extra Ordinary General Meeting held on 17th May,2022.
The Board of Directors, on the recommendation of the Audit Committee, appointed M/s MURTHY & CO. LLP (FRN: 000648) Cost Accountants, as the Cost Auditor to audit the costrecordsforthefinancialyearending31st March 2024. Appointment and Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company. Accordingly, a resolution seeking members' ratification for the remuneration payable to M/s. MURTHY & CO. LLP (FRN: 000648), forms part of Notice convening 04THAnnual General Meeting of the Company, along with relevant details, including the proposed remuneration.
The Cost Auditors Report for the year ended March 31, 2023 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.
In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section(1)ofSection148oftheAct.
DISCLOSURES
AUDIT COMMITTEE
The Audit Committee was reconstituted by the Board of Directors of the Company on December 19th, 2022. The reconstituted Audit Committee comprised of three Independent Directors namely Mrs. Mangala Prabhu Chairman of the Committee and Mrs. Ragini Chokshi ,and Mr. Chandra Mohan Rajashekhar as Members and One Executive Director Ms. Manjushree Shivakumar as Member.
Mrs. Mangala Prabhu resigned on 21-07-2023 as director and thus ceased to be member of audit committee. Post resignation Mrs. Ragini Chokshi was appointed as the Chairman of the Committee. Terms of reference and powers of the Committee is provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee were accepted by the Board. The number and dates of the meetings held during the financial year 2022-23 are provided in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprised of three Independent Directors namely Mrs. Ragini Chokshi Chairman of the Committee and Mrs. Mangala Prabhu ,Ms. Amrutha and Mr. Kencha Hanumantha Reddy as Members.
Mrs. Mangala Prabhu resigned on 21-07-2023 as director and thus ceased to be member of Nomination and Remuneration committee. Terms of reference and powers of the Committee is provided in the Corporate Governance Report annexed to this Report. The policy for selection of Directors and determining Director's independence and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees may be accessed on the Company's website www.uskinfra.com. The salient features of the policies are annexed to this Report as Annexure - VI. The number and dates of the meetings held during the financial year 2022-23 are provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee was reconstituted by the Board of Directors of the Company on 14th August, 2023 the reconstituted Committee consists of two Independent director Mr. Chandra Mohan Rajashekhar Chairman and Mr. K Hanumantha Reddy as Member and Managing Director Mr. Udayshivakumar as Member.
Mr. Sreenivas Devaggi Janardhanappa has resigned on 25-05-2023 as director and thus from Corporate Social Responsibility Committee.
The Annual Report on CSR pursuant to Rule 8 containing particulars specified in Annexure VII to the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this Report as Annexure VII. The number and dates of the meetings held during the financial year 2022-23 are provided in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The stakeholders Relationship Committee was reconstituted by the Board of Directors on 14th August, 2023. The reconstituted Committee comprises of three Independent director namely Mr. Kencha Hanumantha Reddy Chairman, Mrs. Ragini Chokshi and Mr. Chandra Mohan Rajashekhar as Members and Executive Director Ms. Manjushree Shivakumar as Member.
Mr. Sreenivas Devaggi Janardhanappa has resigned on 25-05-2023 as director and thus from stakeholders Relationship Committee.
Terms of Reference and Powers of the Committee is provided in the Corporate Governance Report annexed to this Report. The number and dates of the meetings held during the financial year 2022-23 are provided in the Corporate Governance Report.
RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS
Your Company has framed, developed and implemented Risk Management Plan, pursuant to the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Risk Management Committee was constituted by the Board of directors on 17th September, 2022 consisting Executive Director Ms. Manjushree Shivakumar Chairman, Managing Director Mr. Udayshivakumar as member and Independent Director Mr. Chandra Mohan Rajashekhar as member.
For Identification of elements of risk and their mitigation are discussed in the meeting of the Committee. In the opinion of the Committee there is no element of risk which may threaten the existence of the Company.
The number and dates of the meetings held during the financial year 2022-23 are provided in the Corporate Governance Report forming part of this annual report.
VIGIL MECHANISM
The Company has formulated a Vigil Mechanism for directors and employees to report their genuine concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against victimization of director(s), employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the Company's website www.uskinfra.com
INTERNAL COMPLAINTS COMMITTEE
The Company has constituted a Committee by name Internal Complaints Committee, in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. The said Committee is constituted to consider and resolve all sexual harassment complaints reported by women employees. During the year under review the Company did not receive any such complaint.
MEETINGS OF THE BOARD
During the year, 25 (Twenty Five) meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance, which forms part of this Annual Report.
The Company has complied with the requirements of SS-1 in respect of the meetings of the Board of Directors held during the year.
The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and the SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015.
WEB LINK OF ANNUAL RETURN
Copy of the Annual Return for the year ended March 31, 2023 will be placed on the website of the Company at https:/www.uskinfra.com pursuant to Section 92(3) of the Companies Act, 2013.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The contact details of Nodal Officer of the Company are available on the website of the Company at Udayshivakumar Infra Limited (uskinfra.com)
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return of the CompanyforFY2022-23 is available on the website of the Company at www.uskinfra.com
HUMAN RESOURCES (HR)
The Company's HR policies and procedures are designed to recruit and retain the best talent to support the operations of the Company and to align the interest of employees with the long term organizational goals.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not made investment or given security or granted any loans to companies, firms, Limited Liability Partnerships or other parties. The Company being in government contractor, the company has given bank guarantee is ordinary course of business.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo Particulars with respect to Conservation of Energy and Technology Absorption pursuant to Rule 8(3) A and 8(3) B of the Companies (Accounts) Rules, 2014 are provided as under:
(A) Conservation of Energy:
(i) The steps taken or impact on conservation of energy: NIL
(ii) The steps taken by the company for utilizing alternate sources of energy: NIL (iii) The capital investment on energy conservation equipment: NIL
(B) Technology Absorption
(i) The efforts made towards technology absorption: NIL
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL
(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: NIL
(b) The year of import: NIL
(c) Whether the technology been fully absorbed: NIL
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL
(iv) The expenditure incurred on Research and Development: NIL
(C) Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rules 5(1)of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 are provided in Annexure - VIII.
The relations between the management and the staff remained cordial during the period under review.
There were no employees/directors drawing remuneration of more than Rs. 1,02,00,000/- (Rupees One Crore Two lakhs Only) during the financial year or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand) per month for part of the financial year.
Secretarial Standards
SECRETARIAL STANDARDS
During the year under review, your company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.
a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. Issue of shares (including sweat equity shares) to Directors and employees of the Company under any scheme. c. Details relating to employee's stock option scheme. d. Revision of financial statement or Board's report. e. Buyback of shares. f. The Company does not have scheme for provision of money for purchase of its own shares by employees or by trustee forth benefit of employees. g. Purchase by Company of its own shares or giving of loans for such purchase. h. There is no change in the nature of business of the Company. i. There is no material change or commitment affecting the financial position of the Company, occurred between the end of the financial year and the date of this report. j. The Company has not accepted deposits within the meaning of Section 73 or Section 76 of the Companies Act, 2013. k. No remuneration was paid to Non-executive Directors except sitting fees. l. No significant and material order is passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future. m. No fraud has been reported by the Auditors to the Audit Committee of the Board. n. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported in the financial year 2022-23. o. There was no subsidiary, associate or joint venture company of the company during the financial year under review. p. Shares held in trust for the benefit of employees. q. Issue of debentures/warrants. r. Transfer to Investor Education and Protection Fund (IEPF). s. Disclosure about the application made or any proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the financial year. t. Disclosure about the difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
Acknowledgements
The Directors wish to place on record their appreciation to the wholehearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. The relations between the management and the staff were cordial during the period under review. The Company also wishes to put on record its appreciation for the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.
By Order of the Board of Directors For UDAYSHIVAKUMAR INFRA LIMIED
Sd/-
UDAYSHIVAKUMAR Chairman
DIN: 05326601
1924A/196, BANASHANKARI BADAVANE, NEAR NH-4 BYPASS DAVANGERE KARNATAKA 577005,INDIA
Place: Davanagere Date: 05th September, 2023