To,

The Members,


Your Directors have pleasure in presenting their Report on the business and operations
of the Company and the accounts for the Financial Year ended March 31, 2023.


1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)



The Board's Report is prepared based on the Stand Alone Financial Statements of the
Company.


(Amount in Rs)



  

    
PARTICULAR
    
2022-23
    
2021-22
  
  

    
Total Income for the year was
    
147,740,806
    
16,34,69,599
  
  

    
Operating & Administrative expenses
    
136,729,163
    
15,78,35,572
  
  

    
Net Profit/(Loss) Before Tax
    
11,011,643
    
56,34,027
  
  

    
Less: Provision For Tax
    
2700000
    
400000
  
  

    
Deferred Tax
    
0
    
0
  
  

    
Profit/(Loss) After Tax
    
8,311,643
    
52,34,027
  
  

    
EPS
    
0.82
    
0.86
  



2. OPERATION & REVIEW



Your Company posted a total income of Rs. 147,740,806 in the financial year
ended on March 31, 2023. Your Companies' profit before tax for the year ended March 31,
2023 was recorded Rs. 8,311,643.


3. DIVIDEND



The Board of Directors of Your Company has not recommended any dividend for the
Financial Year ended 31st March 2023


4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND



Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.


5. TRANSFER TO RESERVES



During the year under review, the Company has not transferred any amount to General
Reserves account.


6. CHANGE IN THE NATURE OF THE BUSINESS



During the year, there is no change in the nature of the business of the Company.


7. DIRECTORS & KEY MANAGERIAL PERSONNEL




  

    
Sr. No. Name of Directors/KMPs
    
Designation
  
  

    
1 Mr. Hitesh Mahendrakumar Shah
    
Managing Director
  
  

    
2 Mrs. Sunitaben H. Shah
    
Executive Director
  
  

    
3 Mr. Mahendrakumar H. Shah
    
Non-Executive Director
  
  

    
4 Mr. Manojbhai Sureshchandra Shah
    
Non-Executive Independent Director
  
  

    
5 Mr. Ankur Sumatilal Shah
    
Non- Executive Independent Director
  
  

    
6 Mr. Harshis Mananjay Jhaveri
    
Non-Executive Independent Director
  



During the Year under review, the Board of Director has appointed Ms. Himankshi khatri
as Company Secretary and Compliance Officer of the Company w.e.f. December 17, 2022..

• All the Independent Directors of the Company have given their declarations to
the Company under Section 149(7) of the Act that they meet the criteria of independence as
provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. In the opinion of the Board, they fulfil the conditions of independence as
specified in the Act and the Listing Regulations and are independent of the management.

8. NUMBER OF BOARD MEETINGS



The Board of Directors duly met Four (4) times on 03/09/2022, 20/10/2022, 12/11/2022
and 04/02/2023 in respect of said meetings proper notices were given and proceedings were
properly recorded and signed in the Minute Book maintained for the purpose.

The gap between two Board Meetings was within the maximum time gap prescribed under the
Act and the Listing Regulations. The requisite quorum was present in all the meetings.

9. COMPLIANCE WITH SECRETARIAL STANDARDS



During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial
Standard 2 (relating to General Meetings) issued by the Institute of Company Secretaries
of India.

10. BOARD EVALUATION



Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015,
the Board evaluated the effectiveness of its functioning and that of the Committees and of
individual Directors by seeking their inputs on various aspects of Board/Committee. The
evaluation covered functioning and composition of the Board and its Committees,
understanding of the roles and responsibilities, experience, competencies, participation
at the Board and Committee meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process
covering the areas of the Boards functioning viz. composition of the Board and Committees,
understanding of roles and responsibilities, experience and competencies, contribution at
the meetings etc.

11. DIRECTORS' RESPONSIBILITY STATEMENT



Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to


Directors' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with explanation relating to material departures;

(b) The directors 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/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the 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;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.


12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS



The Company has in place adequate internal financial Controls with reference to
Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of
the Company's internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was
observed


13. CHANGE IN CAPITAL SRUCTURE OF COMPANY



During the period under review, the Company has not made any changes in capital
structure of the company.


14. MATERIAL CHANGES AND COMMITMENTS, IF ANY



During the year under the review there are No other material changes and commitments
affecting the financial position of the Company occurred between the end of the financial
year to which this Financial Statements relate and the date of this report.


15. ANNUAL RETURN



The Annual Return as required under section 134(3)(a) read with Section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014 is available on the website of the Company at www.uhzaveri.in.


16. AUDITORS AND THEIR REPORT



• STATUTORY AUDITORS



Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s. BHAGAT & CO, Chartered Accountants (FRN:
127250W) the Statutory Auditors of the Company have been appointed in the Annual General
Meeting held on 30th September, 2018 for a term of 5 years with no further need for
ratification at every Annual General Meeting to be held during said period.

The Company has received a confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Auditors of the
Company.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments.


• SECRETARIAL AUDITORS



In terms of Section 204 of the Act and Rules made there under Practicing Company
Secretaries have been appointed as Secretarial Auditor of the Company. The report of the
Secretarial Auditor is enclosed to this report as "Annexure - A".
The report is self-explanatory.


• COST AUDITORS



The Company was not required to maintain cost records and appoint cost auditors as
required under Section 148 of the Act read with the Companies (Cost Records and Audit)
Amendment Rules, 2014.


17. INTERNAL AUDIT & CONTROLS



The Company has appointed external firm as its Internal Auditors. During the year, the
Company continued to implement their suggestions and recommendations to improve the
control environment. 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. Findings of Internal
Auditors are discussed with the process owners and suitable corrective actions were taken
as per the directions of Audit Committee on an ongoing basis to improve efficiency in
operations.


18. DEPOSITS



The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules,
2014 during the period under review.


19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES



The Company does not have any Subsidiary, Joint venture or Associate Company.


20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES



In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies
(Accounts) Rules,

2014, the Company has not formulated and implemented any Corporate Social
Responsibility Initiatives as the said provisions are not applicable to the Company.


21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013



During the year, the Company has not given any loan, guarantee or provided security in
connection with the loan to any other body corporate or person or made any investments
hence no particulars of the loans, guarantees or investments falling under the provisions
of Section 186 of the Companies Act, 2013 are provided by the Board.


22. PARTICULARS REGARDING EMPLOYEES



During the year under review, none of the employees were in receipt of remuneration
exceeding the limit prescribed under Section 197(12) of the Act and Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


23. RELATED PARTY TRANSACTIONS



During the year under review, contracts or arrangements entered into with the related
party, as defined under section 188 of the companies Act, 2013 were in ordinary course of
business and on arms' length basis. Details of the transactions pursuant to compliance of
section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts)
Rule, 2014 are annexed herewith as per "Annexure - B".



However, there are no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the company at large.


24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE



There is no significant and material order was passed by regulators or courts or
tribunals impacting the going concern status and company's operations in future.


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



Disclosures pertaining to conservation of energy, technology absorption and foreign
exchange earnings & outgo, were not applicable to the Company during the year under
review.


26. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE / STAKEHOLDERS'
RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE



• Audit Committee


Constitution & Composition of Audit Committee:


Our Company has formed the Audit Committee as per the applicable provisions of the
Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations
(applicable upon listing of Company's Equity Shares).

The composition of the Audit Committee and details of meetings attended by the members
of the Audit Committee are given below:


  

    
Name
    
Designation
    
Category
    
No. of Meetings held during the Period
  
  

    

    

    

    
Held
    
Attended
  
  

    
Harshish M. Jhaveri
    
Chairman
    
Non-Executive- Independent Director
    
4
    
4
  
  

    
Manoj S. Shah
    
Member
    
Non-Executive- Independent Director
    
4
    
4
  
  

    
Ankur S. Shah
    
Member
    
Non-Executive- Independent Director
    
4
    
4
  



• Nomination and Remuneration Committee:


Constitution & Composition of Remuneration Committee:


Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing
Regulations (applicable upon listing of Company's Equity Shares). The Nomination and
Remuneration Committee comprises the following members:


  

    
Name
    
Designation
    
Category
    
No. of Meetings held during the Period
  
  

    

    

    

    
Held
    
Attended
  
  

    
Harshish M. Jhaveri
    
Chairman
    
Non-Executive- Independent Director
    
1
    
1
  
  

    
Manoj S. Shah
    
Member
    
Non-Executive- Independent Director
    
1
    
1
  
  

    
Ankur S. Shah
    
Member
    
Non-Executive- Independent Director
    
1
    
1
  


The Policy of nomination and Remuneration committee has been placed on the website of
the company at www.uhzaveri.in and the salient features of the same has been
disclosed under " Annexure - C"


• Stakeholder's Relationship Committee:


Constitution & Composition of Stakeholders Relationship Committee:


Our Company has formed the Stakeholders Relationship Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing
Regulations (applicable upon listing of Company's equity shares).

The constituted Stakeholders Relationship Committee comprises the following members:


  

    
Name
    
Designation
    
Category
    
No. of Meetings held during the Period
  
  

    

    

    

    
Held
    
Attended
  
  

    
Harshish M. Jhaveri
    
Chairman
    
Non-Executive-
    
Independent
    
Director
    
1
    
1
  
  

    
Manoj S. Shah
    
Member
    
Non-Executive-
    
Independent
    
Director
    
1
    
1
  
  

    
Ankur S. Shah
    
Member
    
Non-Executive-
    
Independent
    
Director
    
1
    
1
  



• Sexual Harassment Committee


Constitution & Composition of Sexual Harassment Committee:


The Sexual Harassment Committee was constituted by the Board of Directors in compliance
with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)
Act, 2013.


  

    
Name
    
Designation
    
Category
    
No. of Meetings held during the Period
  
  

    

    

    

    
Held
    
Attended
  
  

    
Mrs. Sunita H. Shah
    
Chairman
    
Non-Executive-
    
Director
    
1
    
1
  
  

    
Harshish M. Jhaveri
    
Member
    
Non-Executive- Independent Director
    
1
    
1
  
  

    
Manoj S. Shah
    
Member
    
Non-Executive- Independent Director
    
1
    
1
  



27. MANAGEMENT DISCUSSION AND ANALYSIS



Management Discussion and analysis Report as Required under Regulation 34 and Schedule
V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the companies' current working and future
outlook of as per "Annexure - D"


28. MEETING OF INDEPENDENT DIRECTORS



During the year under review, a separate meeting of Independent Directors was held on
04th February 2023, inter-alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as
a whole

2. Evaluation of performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the
Management and the Board that is necessary to effectively and reasonably perform its
duties.

All the Independent Directors were present at the meeting.


29. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013



The Company has formulated and adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder.

The Company always endeavors to create and provide an environment to its employees and
external individuals engaged with the Company that is free from discrimination and
harassment including sexual harassment. The Company has in place a robust policy on
prevention of sexual harassment at workplace. The policy aims at prevention of harassment
of employees as well as contractors and lays down the guidelines for identification,
reporting and prevention of sexual harassment.

During the year under review, there were no incidences of sexual harassment reported
and received.


30. VIGIL MECHANISM



The Company has established the vigil mechanism through Whistle Blower Policy for all
the stakeholders of the Company, which also provides for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases as per the Policy.

The details of the Whistle Blower Policy is available on the website of the Company
i.e. www.uhzaveri.in.



31. RISK MANAGEMENT



The Company recognizes that risk is an integral part of business and is committed to
managing the risks in proactive and efficient manner. The Company periodically assesses
risk in the internal and external environment, along with the cost of treating risks and
incorporates risk treatment plans in its strategy, business and operational plans.

The Company, through its risk management process, strives to contain impact and
likelihood of the risk within the risk appetite as agreed from time to time with the Board
of Directors.

Management Discussion and Analysis Report of the Annual Report identifies key risks,
which can affect the performance of the Company.

The Company has adopted a Risk Management Policy for a systematic approach to control
risks. The Risk Management Policy of the Company developed in line with the business
strategy lays down procedures for risk identification, evaluation, monitoring, review and
reporting.


32. CORPORATE GOVERNANCE



As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)
Regulation, 2015, Report on Corporate Governance is applicable on the Company. The Company
has obtained the certificate from practicing company secretary.


33. ACKNOWLEDGEMENTS



Your Director wish to place on record their appreciation for the continuous support
received from the Members, customers, suppliers, bankers, various statutory bodies of the
Government of India and the Company's employees at all levels.


  

    

    
For and on behalf of Board
    

  
  

    
DATE: 06/09/2023
    

    

  
  

    
PLACE: AHMEDABAD
    
SD/-
    
SD/-
  
  

    

    
Hitesh M. Shah
    
Mahendra H.Shah
  
  

    

    
Managing Director
    
Director