universal arts ltd Management discussions


1. INDIAN MACRO ECONOMY AND ENVIRONMENT

The economic growth in India is projected by RBI at 6.5% for the fiscal year 2023-24 with progress being buttressed by dynamic reforms in the macroeconomic, fiscal, tax and business environments. By 2030, India is expected to be the third largest economy in the world and aspires to become a high-middle level income country. As incomes rise, the shape of the countrys income pyramid is also changing dramatically, and as large portion of the population is moving from desperate poverty to sustainable life their needs and spending patterns will also change. Just like many other countries, India is significantly moving away from traditional means of content consumption and adapting to a more convenient, one-to-one interactions enabled by mobile phones. Mobile phones have increasingly become the primary source to access information, video-viewing, gaming and shopping. Backed with a promising shift, the opportunities for Indias future for digital growth is significant as it continues to embrace the digital economy.

2. MEDIA AND ENTERTAINMENT SECTOR OVERVIEW

The distinctions among varieties of media are collapsing and Companies that once offered only technology and distribution are moving into content and vice versa. The Media & Entertainment industry is in the business of providing creative content through the adoption of latest technology coupled with consumer demands. By its inherent nature, the industry is largely dependent on factors such as markets, cultures, languages, and consumer segments. Its a period where consumers not only demand what they like but also, they select the format they wish to view it. There is a growing dependency on digital media in many developed and developing countries. In todays fast-moving generation, the media and entertainment companies are working hard to reach customers through their content. With the launch of digital platforms, viewers get access to consume their information on their personal schedules.

3. INDIAN TELEVISION & FILM INDUSTRY

Television, Print and Films are the largest segments constituting nearly 80% of the M&E market. The trajectory for the countrys digital revolution is expected to reach more than a billion users by 2028.

India is releasing more than a thousand films each year, and this has resulted in making India one of the largest movie producer in the world. Indian movies are known for its drama and colour, and this very feature of Indian cinema has made it greater in the global market.

After COVID Pandemic people are susceptible in going to the theatres and multiplexes. Also the movies released in theatres come on the OTT platforms in hardly a two months time. The OTT platforms are taking over the Indian Television and Film Industry with

the presence of giants such as Amazon, Netflix, Jio, etc. in the Indian Entertainment Industry.

The OTT market in India is currently at t10,500 crore, including subscription revenues. This is expected to touch t12,000 crore by FY 2024 and t30,000 crore in FY 2030 with a 20 per cent growth on year-on-year basis, according to Anup Chandrasekharan, Member, CII Dakshin Steering Committee & COO, IN 10 Media. Chandrasekharan said this while addressing a session on ‘The Big Opportunity in OTT: For Films & Originals at CII Dakshin 2023-South India Media & Entertainment Summit organized by the Confederation of Indian Industry (CII) .

SECRETARIAL AUDIT REPORT For the Financial Year Ended 31st March, 2023

(Pursuant to section 204(1) of the Companies Act. 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members

REVATI ORGANICS LIMITED

We have conducted the Secretarial Audit of the Compliance of applicable statutory provisions and the adherence to good corporate practice by REVATI ORGANICS LIMITED (hereinafter referred to as "the Company"). The Secretarial A^t was conducted in the manner that provided us a reasonable basis for evaluating the corporate conduct / Statutory Compliance and expressing my opinion thereon.

Based on our verification of Companys books, paper, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representative during the conduct of the Secretarial Audit, we hereby report that in our opinion, the Company has. during the audit period covering tht financial year ending on 31st March, 2023 complied with the statutory provisions listed* hereunder and also that Company has proper Board Process and Compliance mechanisrQ in place to the extent, in the manner and subject to the reporting made hereinafter:

1. The Companies Act, 2013 and rules made thereunder.

The Company has complied with the Companies Act, 2013 and rules made thereunder during the audit period.

2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder. (Not Applicable to the Company during the audit period)

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent receipt of funds on non-repatriation basis. (Not Applicable to the Company during the audit period)

5. The following regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBl):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Take overs) Regulation, 2011:

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2009 (Not Applicable to the Company during the audit period)

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 (Not Applicable to the Company during the audit period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt securities) Regulation 2008 (Not Applicable to the Company during the audit period)

f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulation, 1993 regarding the Companies Act. and dealing with client.

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the audit period)

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company during the audit period)

I/We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standard Issued by the Institute of Company Secretaries of India.

b) The Listing Agreement entered into by the Company with BSE

c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

During the period under review, the Company has complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards etc. mentioned above.

I/We further report-that

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Eecutive Directors and Independent Directors. The following changes took place on the Board during the audit period:

i. During the year under review, the appointment of Mr. Kishor Nitin Gujale (DIN-

09459932) was regularized 27th Annual General Meeting held on 30th September, 2022 as Non-Executive Independent Director for the consecutive 5 (Five) years.

b) The Company has internal audit system, commensurate with existing scale of operation. However, the Company is in the process of appointing Internal Auditor.

c) Adequate Notice is given to all the Directors to schedule the Board Meetings, . agenda and detailed notes on agenda were sent at least seven days in advance, and a system exist for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting

1/VVe further report that there is inadequate system and process in the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Mumbai
UDIN : A007036E000841892
Peer Review No. 2223/2022