Univa Foods Ltd Directors Report

3. Financial Performance and the State of Companys affairs

The total loss for the year is Rs. 71.07 lakhs as compared to loss of Rs. 28.20 lakhs in the previous year. Loss before Tax for the year is

at Rs. 71.07 lakhs as against loss of Rs. 28.20 lakhs in the previous year.

4. Dividend & Transfer to reserve

Considering the financial results of the Company for 2023-2024 and the unsettled business environment, the Company is unable to

declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

5. Finance Share Capital

The paid-up equity share capital as on 31^st March, 2024, was Rs. 1432.28 lakhs (Equity shares of Rs. 10/- each). There is no change

in the paid-up share Capital of the Company during the year under review.

6. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred

between the end of the financial year of the Company and the date of this report.

7. Deposits

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or

interest on public deposits was outstanding as on the date of the Balance Sheet.

8. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility does not apply to the Company.

9. Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as

a part of this report as Annexure-1.

10. Corporate Governance Report

A report on Corporate Governance together with the certificate of the company secretary in practice as stipulated in Regulation 34(3)

read with Schedule V of SEBI LODR 2015 is enclosed as a part of this report as Annexure-2.

Detailed information on the meetings of the Board and its various Committees are included in Corporate Governance Report forming part

of this report.

11. Annual Return

Annual Return as at 31^st March, 2024 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the

website of the Company and same can be accessed at www.hotelrugby.co.in.

12. Directors Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material

departures.

ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and

prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024, and of

the loss of the Company for the year ended 31^st March, 2024.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of

the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other

irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate andare operating

effectively.

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are

adequate and operating effectively.

13. Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7)

of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of

independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of

Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank

of independent directors.

14. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are

disclosed in Notes to the Financial Statements.

15. Related Parties Transactions

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related

party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year

2023-2024 and hence does not form part of this report.

16. Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of

maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conversation Equipments: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A.

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

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

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

17. Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its

Subsidiaries, Joint Venture or Associate Companies

As on 31^st March, 2024, Company has no subsidiaries, joint venture and associate companies.

18. Change in the registered office of the Company

The Board of Directors of the Company has also approved shifting of the registered office of the Company from the from the existing

2, Ground Floor, 9, Dev Bhuvan, Gazdar Street, Chirabazar, Kalbadevi, Mumbai City-400002 to B-702, 7th Floor, Neelkanth

Business Park, Kirol Village, Near Bus Depot, Vidyavihar (W), Mumbai 400086 within same city same state and within same

ROC.

19. Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

20. Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

During the year under review, following appointments were made:

a. Mr. Mallinath Madineni (DIN: 01556784), was appointed as an Additional Director of the Company on 28^th June, 2024. However,

his designation was changed from Additional Director to Managing Director on 02^nd August, 2024. Your Directors proposes his

appointment in the ensuing 33^rd Annual General Meeting.

b. Mr. Deepak Babulal Kharwad (DIN: 08134487) was appointed as the Executive Director of the Company w.e.f 28^th June, 2024.

However, his designation was changed from Executive Director to Non-Executive Non- Independent Director on 02^nd August, 2024.

Your Directors proposes his appointment in the ensuing 33^rd Annual General Meeting.

c. Mr. Prasoon Mishra (DIN: 06497540) was appointed as an Additional Independent Director of the Company on 06^th July, 2024.

Your Directors proposes his appointment in the ensuing 33^rd Annual General Meeting.

d. Ms. Gayathri Srinivasan Iyer (DIN: 09054785) as an Additional Independent Director of the Company on 06^th July, 2024. Your

Directors proposes her appointment in the ensuing 33^rd Annual General Meeting.

e. Mr. Gunjan Jain was appointed as Company Secretary and Compliance Officer of the Company on 26^th July, 2024.

During the year under review, the Board accepted resignation of the following Directors:

f. Mr. Jonna Venkata Tirupati Rao (DIN: 07125471), has tendered his resignation from the post vide letter dated 02^nd August, 2024 due

to pre-occupation.

g. Mrs. Haseena Shaik (DIN: 08141400), was appointed as Managing Director of the Company on 29^th June, 2022 and tendered her

resignation from the post vide letter dated 02^nd August, 2024 2024 due to pre-occupation.

h. Mr. Vishal Omprakash Sharma (DIN: 06859500), was appointed as Additional Director of the Company on 22^nd March, 2024 and

tendered his resignation from the post vide letter dated 28^th June, 2024.

i. Mr. Nikhil Dilipbhai Bhutta (DIN: 02111646), was appointed as Additional Director of the Company on 11^th March, 2024 and

tendered his resignation from the post vide letter dated 28^th June, 2024.

j. Mr. Suresh Tangella (DIN: 09354581) has tendered his resignation as the Director of the Company vide his letter dated 16^th May,

2024 due to pre-occupation.

Directors to retire by rotation:

k. Mr. Deepak Kharwad (DIN: 0813448) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers

himself for re-appointment. The members are requested to consider and approve his re-appointment.

21. Disclosure regarding Companys policies under Companies Act, 2013

The Companys policies on i) Directors appointment and remuneration, determining criteria for qualification/ independence, ii)

Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees

and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are

available on the website of the Company www.hotelrugby.co.in.

22. Whistle Blower:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the

Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns

or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g.,

unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. The detailed Vigil Mechanism Policy is available at

Companys Website www.hotelrugby.co.in.

23. Particulars of Employees and Remuneration:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw

any Remuneration as on 31^st March, 2024.

24. Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance,

appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual

audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the

systems and procedures and monitors the actions to be taken.

25. Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and

conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on

safety adherence and developing the community on national and international events related to Health, Safety and Environment.

During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the

employees through campaigns on its crucial significance in todays world. All functional Departments work in cohesion to a common

goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

26. Disclosure as per 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.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Auditors

i) M/s B.M. Gattani & Co., Chartered Accountants., were appointed as Statutory Auditors of the Company for conducting audit of

financial statements of the Company. Your Directors proposes their appointment in the ensuing 33^rd Annual General Meeting.

ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. HRU & Associates.

(Membership No. A46800), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial

year 2023-24. The Secretarial Audit report in form MR-3 is enclosed as a part of this report as Annexure-3.

28. Auditors Report

The qualifications made by the Statutory auditors report, read together with the relevant notes thereon are self-explanatoryand hence, do

not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

The qualifications made by the Secretarial Auditor in its report are self-explanatory and the management is in process of complying

with the same.

29. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

30. Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

31. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency

and Bankruptcy Code, 2016.

32. Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers,Employees and

Business Associates for their continued co-operation and support to the Company.