Uniworth Ltd

To

The Members,

Your Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2024.

During the year under review, financial performance of your Company was as under:

During the year under review, total revenue was Rs. 0.70 Lakhs as against Rs. 0.03 Lakhs in the previous year. There was a Cash loss to the tune of Rs. 115.84 Lakhs as against Cash Loss of Rs. 256.99 Lakhs before interest & depreciation in the previous year.

Company encountered many challenges during the year under review like: economic sluggishness that affected consumer sentiment; suspension of work due to labour unrest; the relatively low scale of operations made it difficult to cover overheads, interest and depreciation. The Central Government implemented the GST in July 2017. Even as the implementation of GST was perhaps the most significant taxation reform in the history of independent India, the resultant teething issues impacted the textile sector unfavorably initially. Besides, synthetic yarn was earlier subject to a countervailing duty. Moreover, due to continuous pandemic of Covid-19 growth of the textiles sector has been deeply affected due to fall in global as well as local demand of products. Work at Company’s plant at Raipur remains suspended due to industrial unrest and violence.

Under the provisions of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession of the secured assets of the Company’s plants and has handed over the possession to Indoworth India Limited by virtue of an inter se agreement between ARCIL and Indoworth India Limited. Dispute arose between ARCIL and Indoworth India Limited (IWIL) which lead to filing of a Suit for specific performance for sale of Assets of the company by IWIL before the Hon’ble High Court of Calcutta wherein Company was also impleaded as a party. Besides the said Suit, various other proceedings were also initiated before the other forums. ARCIL, IWIL and the Company have arrived at settlement and after making payment as per the Agreement by IWIL through its nominee and the partial balance payment to be made as per the Agreement, the said Suit has been disposed in terms of settlement Agreement. In view of the settlement between the parties, IWIL being in possession of the assets pursuant to the Agreement between the parties is continued to hold the assets having been transferred to it. The necessary adjustments in the financial statements, if required, would be made upon final adjudication of the other proceedings pending adjudication before other forum.

In view of huge accumulated losses, the Directors regret their inability to recommend any dividend for the Financial Year 2023-24.

In view of huge accumulated losses and current year’s losses, your Directors were unable to transfer any amount to the General Reserve Account.

No change in the nature of the Business taken place during the year under review.

CHANGES IN SHARE CAPITAL:

During the Financial Year 2023-24, there have been no changes in the share capital of the Company.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a. in the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards have been followed and there are 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 Act 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 such internal financial controls are adequate and operating effectively except deficiencies in operating effectiveness in respect of old outstanding of trade receivables, advances to parties and some old creditors for expenses; f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ravendra Pal Singh (DIN: 07602850), Director, is liable to retire by rotation and being eligible, offers himself for reappointment and the same is proposed for approval at the ensuing AGM.

During the year under review, there have been no changes in the Constitution of the Board.

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act.

Your Company has not accepted any deposit within the meaning of deposits, covered under Chapter V of the Companies Act, 2013.

The Company did not accept/renew any fixed deposits from public and no fixed deposits were outstanding or remained unclaimed as on March 31, 2024.

During the Financial Year 2023-24, the Board of Directors of the Company met 5 (Five) times, details of the meetings has been given in the Corporate Governance Report, which forms part of this report.

The details pertaining to composition of various Committees are included in the Corporate Governance Report, which forms part of this report.

A Report on Corporate Government together with a Certificate from the Auditors on compliance thereof required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms a part of this report.

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

The extract of Annual Return, in format MGT -9, for the Financial Year 2023-24 has been enclosed with this report as "Annexure III".

The provisions of Section 135 of the Companies Act, 2013 in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits.

The observations made by Auditors in their Auditor’s Report with reference to notes to financial statements are self explanatory and need no comments, forms part of this report.

M/s Khandelwal Ray & Co., Chartered Accountants (FR.No. 302035E) have been appointed as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from the conclusion of 34th of Annual General Meeting held on 29.09.2022, until the conclusion of the 39th Annual General Meeting of the company to be held in the year 2027.

The Company has appointed M/s. Sakshi Aggarwal & Co., Chartered Accountants, as an Internal Auditors of the Company for the Financial Year 2024-25.

Due to no business activities, the Company had not appointed any Cost Auditors for the Financial Year 2024-25. Hence Cost Audit is not applicable for the year 2023-24 as per the Companies (Cost Records and Audit) Rules, 2014.

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 3rd September, 2024 have appointed M/s K. K. Sanganeria & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2024-25. Report of the Secretarial Auditors for the financial year ended 31.03.2024 is given as

"Annexure II" which forms part of this report.

The dues of the majority of lenders stands settled through Indoworth India Limited by its nominee vide order of Hon’ble High Court of Calcutta while dues of other lenders are also proposed to be settled on the same line. Some of the lenders have though agreed while others have not responded. Consequently, the Company has filed a suit for declaration and specific performance of agreement of settlement on similar lines before Hon’ble High Court of Calcutta which is sub-judice. These lenders had though in the past filed recovery proceedings which are sub-judice before the Courts/Tribunals/Forums.

The loss and damages caused to the borrower by the lender due to their breaches, negligence and inactions is much more than the amount lent. Hence, figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages will result in No Debts due, rather company is entitled to recover substantial amount from the lender unless dispute is settled on similar line as agreed with ARCIL and recorded in the order of the Hon’ble High Court of Calcutta.

Under these facts and circumstances, the figures of borrowed amount in this balance sheet cannot be considered as admission, if any, of the claim of lender(s).

The Company has not issued any Equity Shares with differential Rights during the financial year.

The Company has not issued any Employee Stock Options during the financial year.

The Company has not issued any Sweat Equity Shares during the financial year.

No material changes affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Financial Statements.

Related party transactions that were entered during the financial year were on arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions which were in conflict of the Company.

The details pertaining to conservation of energy, technology, absorption, foreign exchange earnings and outgo are provided as "Annexure I", which forms part of this report.

In terms of Section 134(3)(n) of the Act, the Board of Directors has adopted a comprehensive risk management policy which includes identification of element of risk, its mitigation and other related factor. The Board periodically reviews the same. No Risk Management Committee has been constituted since it is not covered by the requirements of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 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 ("NRC") 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.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and elected Chairman of each meeting was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The Nomination and Remuneration Committee as specified u/s 178 of the Companies Act, 2013 was formed with a view to reviewing and making recommendations on annual salaries, performance, commissions, perquisite and other employment conditions of Executives and

Officials. The Committee’s also takes into consideration remuneration practices followed by leading Companies as well as information provided by reputed consultants while determining the overall remuneration package.

During the year under review the Nomination and Remuneration Committee met on 30.05.2023, details of the meeting have been given in Corporate Governance Report, which forms part of this report.

The following are the members of the Committee at present:

The information as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available. In terms of Section 136(1) read with its relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company and others entitled thereto. The said information shall be kept open for inspection at the Registered Office of the Company on every working day of the Company between 10 a.m. to 12 noon up to the date of the forthcoming Annual General Meeting.

The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets.

The remuneration policy of the company can be accessed to its website i.e. www.uniworth.com

No receipt of any commission by MD/WTD from a Company has been made.

Your Company doesn’t have any subsidiary, joint venture or associates.

No significant and material order has been passed by the Regulators or Courts or Tribunal in any other case.

The Company has adequate internal control procedures commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Internal Auditors.

In pursuant to the provision of Section 177(9) & (10) of the Companies Act, 2013, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company i.e. www.uniworth.com

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

The Company is committed to provide a safe and conducive work environment to its employee and has formulated "Policy for Prevention of Sexual Harassment".

During the financial year ended 31st March, 2024 the Company has not received any complaints pertaining to Sexual Harassment.

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government, Financial Institutions, Banks, Shareholders and others during the year under review.