yuranus infrastructure ltd share price Directors report

DEAR MEMBERS,

The Board of Directors have pleasure in presenting the 29th (Twenty Ninth) Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31,2023.

1. FINANCIAL HIGHLIGHTS:

The summary of the financial results for the year and appropriation of divisible profits is given below:

(Rs. in Lakh except EPS)

PARTICULARS	F.Y. 2022-2023	F.Y. 2021-2022
Revenue form Operation	40.28	35.55
Other Income	18.76	16.22
Total Income (Total Revenue)	59.04	51.78
Total Expenditure (Excluding Depreciation)	53.41	46.31
Profit before Financial costs, Depreciation and amortization expenses and Taxation	5.63	5.47
Less: Finance Costs	0.12	0.08
Operating profit before Depreciation and amortization expenses and Taxation	5.51	5.40
Less: Depreciation and amortisation	-	0.03
Profit before Tax	5.51	5.37
Less: (1) Current Income Tax	1.74	1.55
Less: (2) Income Tax (Prior Period)	-	-
Less: (3) Deferred Tax	-	(0.08)
Profit after tax	3.77	3.89
EPS (Basic)	0.11	0.11
EPS (Diluted)	0.11	0.11

Note: Previous years figures have been regrouped / reclassified wherever necessary to correspond with the current years classification / disclosure and may not be comparable with the figures reported earlier.

2. OPERATIONAL PERFORMANCE:

Change in Control and Management

Mr. Dinesh Navinchandra Desai, one of the members of the promoter and promoter group and other promoter and promoter group of the Company (Seller), Kushal Nitinbhai Patel and other relatives (Acquirer) and the Company entered into a Share Purchase Agreement (SPA) dated February 24, 2023 and Letter of Offer dated May 1, 2023, whereby the Acquirer agreed to purchase 16,01,100 fully paid-up equity shares of Rs. 10/- each, constituting 45.75 % of the fully diluted voting share capital of the Company (Shares), from the Seller, at a price of Rs. 8/- per equity share (Transaction). Seller transferred the said Shares to the Acquirer. The Acquirer is classified as one of the promoters of the Company and would be part of the promoter group alongwith the existing promoter/promoter group.

The Acquirer has already made an open offer to the public shareholders of the Company to acquire from them upto 26% of the fully diluted outstanding equity share capital of the Company at a price of Rs. 8/- per share aggregating to Rs. 72.8 lakhs under the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Draft Letter of Offer (DLOF) in respect of the open offer was filed by the Acquirer with SEBI on May 1, 2023 and accordingly with due procedure acquirer have acquired requisite shares from public as well as seller and as of now acquirer cum promoters and promoter group hold 66.59 % of the fully diluted equity share capital of the Company.

Pursuant to the Transaction, the Board of Directors was re - constituted, the details of appointment / redesignation and resignation of Directors in the course of such re-constitution are set out herein below under Directors and Key Managerial Personnel.

Management Discussion and Analysis

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 (Listing Regulations), a Management Discussion and Analysis, Report forms part of this Report as Annexure A.

The total income of the Company during the financial year 2022-2023 was Rs. 40.28 Lakhs as against Rs. 51.73 lakhs during FY 2021-2022. The Company had profit after tax of Rs.3.77 Lakhs during FY 2022-2022 as against profit of Rs. 3.89 Lakhs during FY 2021-2022.

3. TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

4. DIVIDEND:

In the financial year 2022-2023, the Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, has not recommended any Dividend for the year under review.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations) the Board of Directors of the Company (the ‘Board) formulated and adopted the Dividend Distribution Policy (the ‘Policy).

The Policy is available on our website at www.yuranusinfra.com.

5. TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no money lying to unpaid / unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government in pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company.

6. SHARE CAPITAL:

Authorized Capital:

The Authorised Share Capital of the Company as on March 31,2023 was Rs. 4,00,00,000 (Rupees Four Crores Only) divided into 4000000 (Forty Lakh) equity shares of ? 10/- each.

Issued, Subscribed & Paid-up Capital:

As on March 31,2023 the Issued, Subscribed and fully Paid-up Capital of the Company stood at Rs. 3,50,00,000 (Rupees Three Crores Fifty Lakh Only) divided into 3500000 (Thirty Five Lakh) equity shares of ? 10/- each.

During the year under review, the following no. issue have been made through following procedure in the Company:

> DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the Financial Year 2022-2023, the Company has not issued any Equity Shares with differential rights during the year.

> DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES ISSUED

During the Financial Year 2022-2023, the Company has not issued any Sweat Equity Shares during the year.

> DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION

During the Financial Year 2022-2023, the Company has not issued any Employee Stock Option Scheme during the year.

> DISCLOSURE REGARDING SHARES HELD IN TRUST FOR THE BENEFIT OF EMPLOYEES WHERE THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES

During the Financial Year 2022-2023, the Company does not hold any shares in any trust for the benefit of employees.

> DISCLOSURE REGARDING ISSUE / REDEMPTIONS OF DEBENTURES, BONDS OR ANY NONCONVERTIBLE SECURITIES

During the Financial Year 2022-2023, the Company has neither issued nor redeem any Non-Convertible Debentures through private placement.

> DISCLOSURE REGARDING ISSUE OF WARRANT

During the Financial Year 2022-2023, the Company has not issued any warrants for any issue by way of preferential allotment, private placement, public issue.

7. CHANGE IN NATURE OF BUSINESS:

During the Financial Year 2022-2023, your Company has managed the affairs in a fair and transparent manner and there was no change in the business of the Company.

The Company is in Manufacturing sector, it is engaged in Cotton Bales Manufacturing. The Company is also involved in Trading and Export of Raw Cotton Bales and Cotton Seeds.

8. CHANGE IN THE REGISTERED OFFICE:

During the year, there was no change in address of registered office of the Company. The Registered office of the Company is situated at 201,2nd Floor, Maulik Arcade, Above Karnavati Pagarkha Bazar, Mansi Cross Road, Vastrapur Ahmedabad - 380015, Gujarat, India.

However, after closure of the year, on June 24, 2023, the Board of Directors of the Company at their Meeting, considered and approved the proposal of shifting its registered office to 8th Floor, Office No. 810, One World West, Near Bopal Approach, SP Ring Road, Iscon - Ambali Road, Bopal, Ahmedabad - 380058, Gujarat, India.

9. SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:

The Company does not have subsidiaries, associates and joint ventures companies in the period under review.

10. PUBLIC DEPOSITS:

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time).

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company is well supported by the knowledge and experience of its Directors and Executives.

Table-1: Composition of Board of Directors and attendance of their Meetings during the year 2022-2023

Name	Category	No. of Board Meetings held during the year 2022-23		Whether attende d last AGM	No. of Directorships in other Public Companies *	No. of committee positions in other public Companies **		Name of listed Companies where Directorship is held and its category
		Held	Attended			Member	Chairman
Pankhil Dineshbhai Desai 1	Executive Director	4	4	Yes	1			Pankhil Construction Limited
Mohit Dinesh Desai 1	Managing Director	4	4	Yes	1	1	-
Rajendrakumar Shantilal Gandhi 1	Independent Director	4	4	Yes	-	2	-
Atul Jayantilal Shah 1	Independent Director	4	4	Yes	-	2	2
Nisha Mohit Desai 1	Executive Director	4	4	Yes	-	1	-	-

* Excluding LLPs, Section 8 Company & struck of Companies. Total Directorship includes Yuranus Infrastructure Limited also.

** Committee includes Audit Committee and Shareholders Grievances Committee across all Public Companies including Yuranus Infrastructure Limited.

However, after closure of the year and pursuant to the Share Purchase Agreement (SPA) dated February 24, 2023 and Letter of Offer dated May 1, 2023, the Management of the Company changed and following Directors were appointed on May 08, 2023, and all the previous directors as mentioned hereinabove were resigned w.e.f. May 11, 2023.

Nitinbhai Patel 2	Additional Director	NA	NA	NA	1
Kushal Patel 2	Additional Director	NA	NA	NA	1
Kunjal Soni 2	Independent Additional Director	NA	NA	NA	3
Vinod Rana 2	Independent Additional Director	NA	NA	NA	1
Rashmi Kamlesh Otavani 2	Independent Additional Director	NA	NA	NA	6

1 Mr. Pankhil Dineshbhai Desai, Mr. Mohit Dinesh Desai, Mrs. Nisha Mohit Desai, Mr. Rajendrakumar Shantilal Gandhi and Mr. Atul Jayantilal Shah were resigned from the post of Directorship w.e.f. May 11,2023.

2 Mr. Kushal Nitinbhai Patel, Mr. Nitinbhai Govindbhai Patel, Mr. Kunjal Jayantkumar Soni, Mr. Vinod Kanubhai Rana and Ms. Rashmi Kamlesh Otavani were appointed as an Additional Director w.e.f May 08, 2023.

Brief resume, nature of expertise, details of directorships held in other Companies of the above Director proposed to be reappointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as annexure to the Notice of the 29th Annual General Meeting (AGM).

Your Company namely Yuranus Infrastructure Limited has was acquired by acquirer cum new promoters and promoter group vide Share Purchase Agreement (SPA) dated February 24, 2023 and Letter of Offer dated May 1,2023.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act").

Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. So, provisions contained in Regulation 17 to 27 of (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 are not applicable to the Company.

During F.Y. 2022-2023, the Board of Directors of the Company comprised of 5 Directors. Out of 5 (Five) Directors on the Board, 3 (Three) were Executive Directors and remaining 2 (Two) were Independent Directors.

The Company has received declarations of independence as stipulated under section 149(6) and 149(7) of the Act and regulation 16(1)(b) of the Listing Regulations from Independent Directors confirming that they are not disqualified for continuing as an Independent Director. There has been no change in the circumstances affecting their status as an Independent Director of the Company.

The number of Directorship(s), Committee Membership(s)/Chairmanship(s) of all Directors is within respective limits prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to time.

The necessary disclosures regarding Committee positions have been made by all the Directors.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI/Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such positing in terms of Regulation (10)(i) of Part C of Schedule V of Listing Regulations.

Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

Key Managerial Personnel List as on the closure of the year are as follows:

Sr. No.	Name	Designation
1.	Mohit Dinesh Desai	Managing Director
2.	Maulik Arunbhai Shah	Chief Financial Officer
3.	Ms. Riddhi Nareshkumar Shah	Company Secretary & Compliance Officer

After closure of the year:-

1. Ms. Riddhi Nareshkumar Shah has resigned from the post of a Company Secretary & Compliance Officer of the Company and there upto June 02, 2023.

2. Mohit Dinesh Desai & Maulik Arunbhai Shah resigned from their posts of Managing Director & Chief Financial Officer respectively w.e.f. May 11, 2023 pursuant to business acquisition & change in management.

3. Mr. Nitinbhai Govindbhai Patel appointed as Chariman & Managing Director w.e.f. May 08, 2023.

4. Mr. Mr. Harsh Alpeshkumar Desai, Chartered Accountant, (Membership No: 600252) as a Chief Financial Officer (CFO) has been appointed as a Chief Financial Officer of the Company with effect from August 02, 2023.

5. Mr. Anant Bharatbhai Bhatt has been appointed as a Company Secretary & Compliance Officer with effect from August 28, 2023.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 20222023.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 ("Act"), in relation to financial statements of the Company for the year ended March 31, 2023, the Board of Directors, to the best of its knowledge and ability confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

b. they have 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 of the profit of the Company for that period;

c. they have taken proper and sufficient care 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;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were in place, are adequate and operating effectively.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of energy -

i.) The steps taken or impact on conservation of energy: The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

ii.) The steps taken by the Company for utilizing alternate sources of energy: The Company has not

taken any step for utilizing alternate sources of energy.

iii.) The capital investment on energy conservation equipment: During the year under review, Company has not incurred any capital investment on energy conservation equipment.

B. Technology absorption -

i.) The effort made towards technology absorption: The Company has not imported any technology and hence there is nothing to be reported here.

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

None

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: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

C. The expenditure incurred on Research and Development: NIL

D. Foreign Exchange Earnings & Expenditure:

Earnings - Nil

Outgo - - Nil

14. PARTICULAR OF EMPLOYEES:

Particulars of the Employees

During the period under review no employee was paid remuneration in excess of the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Disclosure pursuant to Section 197(12) of the Act forms part of Report. The Reports and Accounts are being sent to Members and other entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on any working day. If any member is interested in obtaining a copy thereof, such member may write to Company Secretary in this regard. The Report is presented in a separate section forming part of this Annual Report as Annexure - A .

Remuneration Policy

The Company has in place Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel to align with the requirement of the Act and LODR. The brief particulars of the remuneration policy are stated in the enclosed CGR and are available on the website of the Company at web link www.yuranusinfra.com.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS REPORT

DURING THE AUDIT PERIOD REPORT: -

1. Beeline Capital Advisors Private Limited ("Manager to the Offer") gave Public Announcement on February 24, 2023 for open offer for acquisition of up to 9,10,000 (nine lakh ten thousand) fully paid-up equity shares having face value of rs. 10/- each, representing 26.00% of the total paid-up / voting share capital of Yuranus Infrastructure Limited ("YIL" or the "Target Company" or "TC") by Mr. Nitinbhai Govindbhai Patel (Acquirer no. 1), Mrs. Gitaben Nitinbhai Patel (Acquirer No. 2), Mr. Kushal Nitinbhai Patel (Acquirer No. 3) And Mrs. Pooja Kushal Patel (Acquirer No. 4) (hereinafter collectively refer to as "acquirers") pursuant to and in compliance with Regulation 3 and 4 read with regulations 13(1) and 15(1) of the Securities And Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended ("Sebi (SAST) regulations") no person is acting in concert with the acquirer for the purpose of this Open Offer.

2. On Friday, February 24, 2023, the Acquirers have entered into and executed a Share Purchase Agreement with the Sellers of the Target Company to acquire 16,01,100 (Sixteen Lakhs One Thousand One Hundred) Equity Shares constituting 45.75% of Equity and Voting Share Capital of the Target Company at a price of Rs. 8.00/- (Rupees Eight Only).

3. Draft Letter of Offer dated February 28, 2023 in terms of SEBI SAST Regulations 2011 was submitted to SEBI and Stock Exchange.

After the review period following were the changes,

Change in Control and Management

Mr. Dinesh Navinchandra Desai, one of the members of the promoter and promoter group and other promoter and promoter group of the Company (Seller), Kushal Nitinbhai Patel and other relatives (Acquirer) and the Company entered into a Share Purchase Agreement (SPA) dated February 24, 2023 and Letter of Offer dated May 1, 2023, whereby the Acquirer agreed to purchase 16,01,100 fully paid-up equity shares of Rs. 10/- each, constituting 45.75 % of the fully diluted voting share capital of the Company (Shares), from the Seller, at a price of Rs. 8/- per equity share (Transaction). Seller transferred the said Shares to the Acquirer. The Acquirer is classified as one of the promoters of the Company and would be part of the promoter group alongwith the existing promoter/promoter group.

The Acquirer has already made an open offer to the public shareholders of the Company to acquire from them upto 26% of the fully diluted outstanding equity share capital of the Company at a price of Rs. 8/- per share aggregating to Rs. 72.8 lakhs under the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Draft Letter of Offer (DLOF) in respect of the open offer was filed by the Acquirer with SEBI on May 1, 2023 and accordingly with due procedure acquirer have acquired requisite shares from public as well as seller and as of now acquirer cum promoters and promoter group hold 66.59 % of the fully diluted equity share capital of the Company.

Pursuant to the Transaction, the Board of Directors was re - constituted, the details of appointment / redesignation and resignation of Directors in the course of such re-constitution are set out herein below under Directors and Key Managerial Personnel.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the Financial Statements which is a part of this Annual Report.

17. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The familiarization programs for the Independent Directors are in line with the Policy adopted by the Board in connection thereof.

The management provides information as detailed in the Familiarization Policy for the Independent Directors either at the Board meeting(s) or committee meeting(s) or otherwise. Periodic presentations were made at the Board and /or Committee meetings thereof on various matters, inter-alia, covering business and performance updates, finance, quality, human resources, quarterly and financial results, status of the compliance of the applicable laws and such other areas as may arise, from time to time, where directors get an opportunity to interact with the Company management. Each Director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom to interact with the Companys management. They are given all documents sought by them for enabling a good understanding of the Company, its various operations and industry segments of which it is a part.

During the year the Company continuously through its various Board Meeting(s) and/or Committee meeting(s) facilitated Directors to familiarize about the Company performance and in turn helped them in their active participation in managing the affairs of the Company.

Familiarization Programme undertaken for Independent Directors is provided on the website of the Company at www.yuranusinfra.com.

18. RELATED PARTY TRANSACTIONS:

Particulars of Contract or Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arms length basis and in the ordinary course of business. Hence, disclosure in form AOC-2 under the Act read with the rules made therein is not required.

Further, the Company has not entered into any contract/ arrangement/ transaction which would be considered as material in accordance with the policy of the Company on the materiality of the related party transaction. The details of RPT transactions forms part of the notes to audited financial statements.

None of the transactions with any related parties were in conflict with the Company interest.

The policy on Related Party Transactions as approved by the Board may be available on the website of the Company at www.yuranusinfra.com.

19. AUDITORS:

a. Statutory Auditors and Auditors Report

M/s. Mistry & Shah LLP, Chartered Accountants Ahmedabad (Firm registration number: W100683/122702W) were appointed as Statutory Auditor of your Company at the 25th (Twenty Fifth) Annual General Meeting held on September 30, 2019 to hold office as such from the conclusion of the 26th (Twenty Sixth) Annual General Meeting till the conclusion of 30th (Thirtieth) Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and hold a valid certificate issued by Peer Review Board of the ICAI.

The Statutory Auditors report does not contain any qualification, reservation or adverse remark and is selfexplanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors Report under Section 143 (12) of the Companies Act, 2013, to the Audit Committee of the Company during the year under review.

b. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Payal Dhamecha & Associates, Practicing Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for the F.Y. 2022-2023 to conduct Secretarial Audit and the Secretarial Audit Report in Form MR-3. The Secretarial Audit Report for the financial year 2022-2023 is annexed to this report as an Annexure - B.

There have been few observations of the Secretarial Auditor in her report and the same are given as under,

Sr. No.		Observations/ Remarks of the Practicing Company Secretary						Management reply
		The certificate with respect to compliance of Structured Digital Database (SDD) regarding handling of UPSI on quarterly basis was filed delayed by the company. Details of filing the same are :						We would like to inform you that since Company did not have business and due to high cost of the SDD software, the Company has not obtained any software and maintaining the Structured Data internally with adequate internal controls and
1.		Quarter Ending		Due date		Filing date
		June 2022		August 09, 2022		July 21,2023
		September 2022		November 18,2022		July 21,2023
	December 2022		January 21,2023		July 21,2023		checks. have complied with the above provision in Excel file
	March 2023		April 21,2023		July 21,2023		Further, the Company has filled all
							the required certificates on BSE Limited on July 21,2023

 

2.	The company had delayed by few minutes in filing of the				The delay was caused due to delay in signature by the Director on the outcome. The company will be cautious from now onwards.
	Quarter	Due date/Time	Filing date/Time
	June, 2022	August 13, 2022, 5:00 P.M	Aug P.M	ust 13,2022,05:19 .
	March 2023	May 05,2023, 1:15 P.M.	May 5, 2023, 1:24 P.M.

 

3.	The company was required to upload the Annual Report in XBRL simultaneously along with filing of E-form AOC-4 but the same got delayed i.e. was required to be uploaded on October 22, 2022 and was uploaded on November 11,2022	The same got delayed due to the technical error caused at the moment and hence company tried its best to do upload the same within time. The company has made better arrangements for the same.
4.	The listed company has delayed in filing of Financial results in XBRL mode within 24 hours from the conclusion of Board Meeting held on November 12, 2022 for the consideration of Financial results for the quarter ended September 30, 2022. The same was filed on November 15, 2022	The delay was due to an unavoidable circumstances. The company will be careful from now onwards.
5.	The company was required to upload non-applicability of Initial Disclosure of Large Corporate entity within 30 days from the end of the financial year which was not filed by the company for the Financial year 2022-23	The company will be more cautious from now onwards.
6.	The Nomination and remuneration consists only two Directors instead of minimum three Directors as per the provisions of section 178 of the Companies act, 2013	The company has taken the note of the same .whereas the management has been changed and accordingly the company has reconstituted the committee according to the requirements of section-178 of companies act, 2013.
7.	Prior intimation of Board meeting held on February 06, 2023 in XBRL was not made by the company.	The company was not aware about the same and hence we have made the arrangements for compliances so as none of the compliances get missed form now onwards.

c. Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s AJBP and Associates, Chartered Accountants, Ahmedabad, was appointed as an Internal Auditor of the Company for Internal Audit of the Company for F.Y. 2022-2023.

The Company continued to implement his suggestions and recommendations to improve the control systems. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

d. Cost Auditors and Cost Audit

In the financial year 2022-23, the requirement of Cost Audit was not applicable to our Company. Hence, the Company did not appoint a Cost Auditor.

20. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely "www.yuranusinfra.com" containing basic information about the Company. The website of the Company is containing information like Policies Shareholding Pattern Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Vigil Mechanism / Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Companys Code of Conduct. This provides for adequate safeguards against the victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company. During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.yuranusinfra.com.

22. CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135(1) of the Companies Act, 2013 every Company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year hall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one Director shall be an independent director.

Your Companys Net Profit (Profit before Tax) of Rs. 5.37 Lakh during the immediately preceding financial year (i.e. F.Y. 2022-2023), which is below the above mentioned threshold limit and accordingly, the provisions of CSR does not apply to your Company.

23. MEETINGS OF THE COMPANY:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

Four Board Meetings were held during the year under review. The dates and notices were fixed/issued well in advance in compliance with the Secretarial Standards. Meetings were held on 1) Saturday, May 28, 2022, 2) Saturday, August 13, 2022, 3) Saturday, November 12, 2022 and 4) Monday, February 06, 2023 at the registered office of the Company i.e. 201,2nd Floor, Maulik Arcade, Above Karnavati Pagarkha Bazar, Mansi Cross Road, Vastrapur Ahmedabad - 380015, Gujarat, India. The Composition of Board, procedure, venue, dates, time and other details are provided hereunder,

Name of Director	Pankhil Dineshbhai Desai	Mohit Dinesh Desai	Nisha Mohit Desai	Rajendrakumar Shantilal Gandhi	Atul Jayantilal Shah
Appointment Date	12-06-2020	02-09-2017	20-03-2019	07-08-2012	07-08-2012
Resignation Date	11-05-2023	11-05-2023	11-05-2023	11-05-2023	11-05-2023
Number of Board Meeting held	4	4	4	4	4
Number of Board Meetings Eligible to attend	4	4	4	4	4
Number of Board Meeting attended	4	4	4	4	4
Presence at the previous AGM	Yes	Yes	Yes	Yes	Yes

Board Evaluation

The Board, in terms of the policy devised by Nomination & Remuneration Committee and pursuant to the provisions of the Act and LODR, has carried out an annual performance evaluation of its own as well as its committees and individual directors. The manner in which the evaluations has been carried out are disclosed in the Report on Corporate Governance forming part of this Report..

24. COMMITTEE OF BOARDS:

As required by the provisions of the Act and Listing Regulations, the Company has already formed the following Committees, the details of which are disclosed in the Report on Corporate Governance forming part of this Report.

The Board of Directors has constituted 4 Committees of the Board viz.

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

The Board of Directors in line with the requirement of the act has formed various committees details of which are given hereunder.

Audit Committee:

Audit Committee meeting is generally held for the purpose of recommending the Quarterly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

The composition of the Audit Committee:

Name of Director	Category	Designation
Mr. Atul Jayantilal Shah 1 (Upto May 11,2023)	Independent Director	Chairperson
Mr. Mohit Dinesh Desai 1 (Upto May 11,2023)	Managing Director	Member
Mr. Rajendrakumar Shantilal Gandhi 1 (Upto May 11,2023)	Independent Director	Member
Mr. Kushal Nitinbhai Patel 2 (w.e.f. May 08, 2023)	Additional Director	Member
Mr. Kunjal Soni 2 (W.e.f. May 08, 2023)	Additional Director (Independent)	Chairperson
Mr. Vinod Rana 2 (W.e.f. May 08, 2023)	Additional Director (Independent)	Member

1 Mr. Atul Jayantilal Shah, Mr. Mohit Dinesh Desai and Mr. Rajendrakumar Shantilal Gandhi were resigned from the post of Director w.e.f. May 11,2023 in the Company.

2 Mr. Kushal Nitinbhai Patel, Mr. Kunjal Soni, and Mr. Vinod Rana were appointed as additional director on May 08, 2023 and accordingly committee was re-constituted on the May 08, 2023.

Details of the Audit Committee Meetings held during the Financial Year 2022-2023:

Number of Audit Committee Meeting	Date of Audit Committee Meeting
Audit Committee Meeting No. 01/2022-2023	Saturday, May 28, 2022
Audit Committee Meeting No. 02/2022-2023	Saturday, August 13, 2022
Audit Committee Meeting No. 03/2022-2023	Saturday, November 12, 2022
Audit Committee Meeting No. 04/2022-2023	Monday, February 06, 2023

Attendance of the Audit Committee members are given below:

Name of the Directors	Category	Designation	Number of Audit Committee Meeting held during the financial year 2022-2023
			Held	Eligible to Attend	Attended
Mr. Atul Jayantilal Shah	Independent Director	Chairperson	4	4	4
Mr. Mohit Dinesh Desai	Managing Director	Member	4	4	4
Mr. Rajendrakumar Shantilal Gandhi	Independent Director	Member	4	4	4

Chief Financial Officer of the Company is a regular invitee at the Meeting. Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been accepted by the Board.

Stakeholders Grievance & Relationship Committee (SGRC):

The Board of Directors has formed Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

The composition of the Stakeholders Grievance & Relationship Committee:

Name of Director	Category	Designation
Mr. Atul Jayantilal Shah 1 (Upto May 11,2023)	Independent Director	Chairperson
Mr. Rajendrakumar Shantilal Gandhi 1 (Upto May 11,2023)	Independent Director	Member
Mrs. Nisha Mohit Desai 1 (Upto May 11,2023)	Director	Member
Mr. Vinod Rana 2 (W.e.f. May 08, 2023)	Additional Director (Independent)	Chairperson
Mr. Kunjal Soni 2 (W.e.f. May 08, 2023)	Additional Director (Independent)	Member
Ms. Rashmi Kamlesh Otavani 2 (W.e.f. May 08, 2023)	Additional Director (Independent)	Member

1 Mr. Atul Jayantilal Shah, Mr. Rajendrakumar Shantilal Gandhi and Mrs. Nisha Mohit Desai were resigned from the post of Director w.e.f. May 11,2023 in the Company.

2 Mr. Kunjal Soni, Mr. Vinod Rana and Ms. Rashmi Kamlesh Otavani were appointed as additional director on May 08, 2023 and accordingly committee was re-constituted on the May 08, 2023.

Details of the Stakeholders Grievance & Relationship Committee Meetings held during the financial year 2022-2023:

Number of Stakeholders Grievance & Relationship Committee Meeting	Date of Stakeholders Grievance & Relationship Meeting
SGRC Meeting No. 01/2022-2023	Saturday, May 28, 2022
SGRC Meeting No. 02/2022-2023	Saturday, August 13, 2022
SGRC Meeting No. 03/2022-2023	Saturday, November 12, 2022
SGRC Meeting No. 04/2022-2023	Monday, February 06, 2023

Attendance of the Stakeholders Grievance & Relationship Committee members are given below:

Name of the Directors	Category	Designation	Number of Stakeholders Grievance & Relationship Committee Meeting held during the financial year 2022-2023
			Held	Eligible to Attend	Attended
Mr. Atul Jayantilal Shah	Independent Director	Chairperson	4	4	4
Mr. Rajendrakumar Shantilal Gandhi	Independent Director	Member	4	4	4
Mrs. Mrs. Nisha Mohit Desai	Director	Member	4	4	4

Chief Financial Officer of the Company is a regular invitee at the Meeting. Further, the Company Secretary of the Company is acting as Secretary to the Stakeholders Grievance & Relationship Committee.

Recommendations of Stakeholders Grievance & Relationship Committee wherever/whenever given have been accepted by the Board.

Nomination and Remuneration Committee (NRC):

The Board of Directors has formed Nomination and Remuneration Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

The composition of the Nomination and Remuneration Committee:

Name of Director	Category	Designation
Mr. Atul Jayantilal Shah 1 (Upto May 11,2023)	Independent Director	Chairperson
Mr. Rajendrakumar Shantilal Gandhi 1 (Upto May 11,2023)	Independent Director	Member
Mr. Vinod Rana 2 (W.e.f. May 08, 2023)	Additional Director (Independent)	Chairperson
Mr. Kunjal Soni 2 (W.e.f. May 08, 2023)	Additional Director (Independent)	Member
Ms. Rashmi Kamlesh Otavani 2 (W.e.f. May 08, 2023)	Additional Director (Independent)	Member

1 Mr. Atul Jayantilal Shah and Mr. Rajendrakumar Shantilal Gandhi were resigned from the post of Director w.e.f. May 11,2023 in the Company.

2 Mr. Kunjal Soni, Mr. Vinod Rana and Ms. Rashmi Kamlesh Otavani were appointed as additional director on May 08, 2023 and accordingly committee was re-constituted on the May 08, 2023.

25. RISK MANAGEMENT:

During the Financial Year 2022-2023, the Company was exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. board is fully aware of Risk Factor and is taking preventive measures wherever required.

The Company has a mechanism in place to inform Board Members about the risk assessment and minimization procedures. The details of the identification of the various risk associated with the business of the Company which in the opinion of the Board may threaten existence of the Company is detailed in the enclosed Management Discussion & Analysis Report ("MDAR").

There are no risks which in the opinion of the Board threaten the existence of the Company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.

26. DISCLOSURE RELATION TO REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The details of remuneration paid during the financial year 2022-2023 to Directors and Key Managerial Personnel of the Company is provided in Form MGT- 7 which is uploaded on the website of the Company at www.yuranusinfra.com

27. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

28. LISTING:

The Equity Shares of the Company listed at BSE Limited (Main Board). The previous management has not paid the Annual Listing Fees for the Financial Year 2022-23 and same was paid on May 02, 2023. However, the BSE has adjusted the same against the fees for the FY 2023-2024 and the Annual Listing Fees for the Financial Year 2023-2024 was paid after the due date to BSE Limited and National Stock Exchange of India Limited.

29. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. During the period under review, no complaint was pending neither any complaint was filed pertaining to Sexual Harassment Policy.

30. ANNUAL RETURN:

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company at www.yuranusinfra.com

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The purpose of the internal control is to prevent risk arising in course of operations by adopting appropriate controls and process, especially with regard to conformity with the laws, compliance with the strategy, the quality of accounting and reporting, and the quality of process and protection of assets amongst others.

Your Company has an effective internal control system commensurate to its size, scale and complexities of its operations. Based on the reports of the internal audit, process owners undertake corrective action in their respective areas and thereby strengthening the controls. The Company has appointed consultants/professionals to conduct Secretarial Audit and observations made

32. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as Annexure - C.

34. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

35. SECRETARIAL STANDARDS:

Secretarial Standards as applicable to the Company were followed and complied with during the Financial Year 2022-2023.

36. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

37. HEALTH, SAFETY AND ENVIRONMENT:

The safety excellence journey is a continuing process of the Company. The Company provide safety environment to the employees & workers of the Company. The Company also gives safety tips to workers. The Company has given all the safety equipment to the workers. The Company also takes care of the health of the workers during their work. The company has maintained a friendly environment so that if any employee or worker faces any problem, he can directly talk to the concerned person. The Company also checking the workers during their works.

38. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human Resources are vital and most valuable assets for the Company. The Company believes that Human Resources shape the success of its business vision. Your Company recognizes its employees as its greatest asset and constantly strives to create a friendly system of continuous learning to help our workforce be future ready.

Amidst the pandemic, the safety of our employees has been our top-most priority and the Company had taken several measures to ensure their well-being.

High-quality leadership talent has also been infused across all functions to build a robust talent pipeline. The Industrial Relations scenario continued to be positive across all our manufacturing locations.

39. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are its most important stakeholders. The Company accords top priority for creating and enhancing shareholders value. All the Companys operations are guided and aligned towards maximizing shareholders value. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

40. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Not applicable, as there were no proceedings pending under the Insolvency and Bankruptcy Code, 2016

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

42. MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.

43. OTHER DISCLOSURES:

1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

3) Annual Report and other compliances on Corporate Social Responsibility;

4) There is no revision in the Board Report or Financial Statement;

5) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

6) The details of difference between amount of the valuation done 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.

44. APPRECIATION & ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank Companys employees for their dedicated service and firm commitment to the goals & vision of the Company. Your Directors take this opportunity to thank our customers for their continued loyalty with our products which has resulted in the Companys extraordinary success in industry even in this unprecedented times. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from the shareholders, investors and bankers. Further we would also like to acknowledge the support and assistance extended by the Regulatory Authorities such as SEBI, Stock Exchanges and other Central & State Government authorities and agencies, Auditors, Registrars, Legal Advisors and other consultants. We look forward to continued support of all them in future as well.

Registered office:	For and on behalf of the Board of Directors
		Yuranus Infrastructure Limited
		CIN: L74110GJ1994PLC021352
8th Floor, Office No. 810, One World West,
Near Bopal Approach, SP Ring Road,
Iscon - Ambali Road, Bopal, Ahmedabad -
380058, Gujarat, India	Nitinbhai Govindbhai Patel	Kushal Nitinbhai Patel
Date: September 06, 2023	Additional Director	Additional Director
Place: Ahmedabad	DIN: 06626646	DIN: 06626639