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Directors Report of UTL Industries Ltd.

Mar 31, 2014

Dear Shareholders,

UTL Industries Limited

The Directors take immense pleasure in presenting their Twenty Fifth Directors'' Report together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

For the Financial Year Ended 31st March, 2014

(Rs. In Lacs) Year Ended Year Ended PartIculars March 31, 2014 March 31, 2013

Profit/(Loss) before tax 2.31 1.57

Less: Provision for Taxation

Current Tax 0.44 0.30

Deferred Tax 0.00 0.00

Relating to earlier years 0.00 0.00

Profit/(Loss) after tax 1.87 1.27

Add: Balance brought forward from last year (434.88) (436.16)

Surplus available for appropriation 0.00 0.00

Less: Appropriations 0.00 0.00

Dividend on Equity Shares

Proposed 0.00 0.00

Interim 0.00 0.00

Dividend Distribution Tax 0.00 0.00

Transfer to General Reserve 0.00 0.00

Loss carried to Balance Sheet (433.01) (434.88)

During the year under review, your Company has made profit of Rs. 2.31 lacs as against profit after Tax of Rs. 1.27 lacs during the previous financial year.

OPERATIONS:

Your Company is engaged only in trading activities. Due to the paucity of working capital it has not been possible to take up manufacturing activities.

The name of the Company was changed from Uni Tubes Limited to UTL Industries Limited in F.Y. 2012-13.

DIVIDEND

In view of losses no dividend is recommend for the year.

MANAGEMENT

There is no Change in Management of during the year under review.

DIRECTORS

There is no change in composition of Board during the year under review. In accordance with the requirements of Section 163 of the Companies Act, 2013., Umesh Gandhi, Director retires by rotation and being eligible for the reappointment. You are requested to reappoint him. None of the Directors of the Company is disqualified under section 164 of the Companies Act 2013.

Details of the Directors seeking reappointment at the forth coming Annual General Meeting (In pursuance of clause 49 IV(G)(i) of the listing agreement)

Name Qualification Expertise Date of Birth

Umesh Gandhi Under More than 17 01/10/1969 Graduate years'' experience in Administrative Engineering and Finance Industries.



Name Date of first Shareholding Appointment in the co. as on 31.03.2014

Umesh Gandhi 25/09/2008 NIL



AUDITORS

M/sPARIKH SHAH CHOTALIA & ASSOCIATES Chartered Accountants, Vadodara hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 139 read with 141 of the Companies Act, 2013 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to reappoint the Auditors and fix their remuneration.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of Companies Act, 1956.

PROSPECTS AND FUTURE OUTLOOK

Your company is engaged in trading of metal products and now proposes to take up business of trading in commodities and metal. The future outlook of the company is depending on the efficient decisions and appropriate buying and selling of products. With the vast experience and effective management your company expects good prospects and business opportunities in this business.

DIVERSIFICATION OF ACTIVITIES

The company has chalked out ambitious plans for diversification in trading in wires, cables, Pre-fabricated Structural Steel for industrial, agricultural and domestic purpose. Your Board has further looking into the possibility of other trading activities related to commodities including agricultural products, precious metals, precious stones, diamonds, petroleum and energy products.

COMMENTS ON AUDITORS REPORT

The notes referred to in the Auditor''s Report are self-explanatory and as such they do not call for any further explanation.

AUDITORS'' REPORT

The Auditors'' Report to the shareholder does not contain any reservation, qualification or adverse remark.

DEPOSITS

Your company has not accepted or invited any deposits under the provisions of Section 73 of Co.Act,2013.

STATUTORY INFORMATION

The Company being basically in the trading sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 102 of the Companies Act, 2013, your directors confirm that:

In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

The Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.

The Company has neither earned nor spent any foreign exchange during the year under review

ACKNOWLEDGEMENTS

Your Directors would like to thank various bodies and statutory authorities including bankers, SEBI, ROC, Stock Exchanges, etc. for their co-operation. Thanks are also due to the Shareholders for their co-operation and the confidence they reposed in the management.

By Order of the Board of Directors For UTL Industries Limited

Sd/- Place : Vadodara Parimal Shah Date : 29th AUGUST,2014 Managing Director


Mar 31, 2013

TO THE SHIREHOLDERS

Dear Shareholders,

Uni Tubes Limited

The Directors take immense pleasure in presenting their Twenty Fourth Directors'' Report togetherwith the Audited Accounts forthefinancialyearended 31st March, 2013.

FINANCIAL PERFORMANCE

For the Financial Year Ended 31st March, 2013

(Rs. In Lacs) Year Ended Year Ended Particulars March 31,2013 March 31,2012

Profit/(Loss) before tax 1.57 (08.85)

Less: Provision for Taxation Current Tax 0.30 0.00

Deferred Tax 0.00 0.00

Relating to earlier years 0.00 0.00

Profit/(Loss) after tax 1.27 (08.85)

Add: Balance brought forward from last year (436.16) (427.29)

Surplus available for appropriation 0.00 12.58

Less: Appropriations 0.00 0.00

Dividend on Equity Shares

Proposed 0.00 0.00

Interim 0.00 0.00

Dividend Distribution Tax 0.00 0.00

Transfer to General Reserve 0.00 0.00

Loss carried to Balance Sheet (434.88) (423.57)

During the year under review, your Company has made profit of Rs.1.27 lacs as against loss after Tax of Rs.8.85 lacs during the previous financial year.

OPERATIONS:

Your Company is engaged only in trading activities.Due to the paucity of working capital it has not been possible to take up manufacturing activities

DIVIDEND

In view of losses no dividend is recommend for the year.

MANAGEMENT

There is no Change in Management of during the year under review.

DIRECTORS

There is no change in composition of Board during the year under review.ln accordance with the requirements of Section 256 of the Companies Act, 1956.,Mr.ShaileshNaik Director retires by rotation and being eligible for the reappointment. You are requested to reappoint him. None of the Directors of the Company is disqualified under section 274(l)(g) of the Companies Act 1956.

Mr. Bipin Mishra was appointed as Additional Director on 30.11.2012 to hold the office of directorship upto the next Annual General Meeting. The Board of Directors does not propose regularisation of Mr. Bipin Mishra as Director at ensuing Annual General Meeting.

Details of the Directors seeking reappointment at the forth coming Annual General Meeting (In pursuance of clause 49 IV(G)(i) of the listing agreement)

Name Qualification Expertise Date of Date of first Shareholding in

Birth Appointment theco. as on 31.03.2013

ShaileshNaik C.A&. M.com A professional 29/05/1952 01/04/2011 5000 shares with 30yrs of experience in various Industries.

AUDITORS

M/sPARIKH SHAH CHOTALIA & ASSOCIATES Chartered Accountants, Vadodara hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to reappoint the Auditors and fix their remuneration.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of Companies Act, 1956.

PROSPECTS AND FUTURE OUTLOOK

Your company is engaged in trading of metal products and now proposes to take up business of trading in commodities and metal. The future outlook of the company is depending on the efficient decisions and appropriate buying and selling of products. With the vast experience and effective management your company expects good prospects and business opportunities in this business.

DIVERSIFICATION OF ACTIVITIES

The company has chalked out ambitious plans for diversification in trading in wires, cables, Pre- fabricated Structural Steel for industrial, agricultural and domestic purpose. Your Board has further looking into the possibility of other trading activities related to commodities including agricultural products, precious metals, precious stones, diamonds, petroleum and energy products.

ADDITIONAL CLAUSE IN MAIN OBJECT

In view of the diversification projects proposed by the company alteration of its Main Objects by addition of the some object to the Main Object Clause of its Memorandum of Association is necessary. As required under Section 17 and Section 192A of the Companies Act, 1956 read withThe Companies (Passing of resolution by postal Ballot) Rules, the process for the same is to be carried out by special resolution for alteration of the Main Objects are as under

To carry on the business as manufactures, producers, fabricators, processors, buyers, sellers, assemblers, importers, exporters and dealers in wires, cables, Pre-fabricated Structural Steel for industrial, agricultural and domestic purpose.

To carry on the business of trading in commodities including agricultural products, precious metals, precious stones, diamonds, petroleum and energy products.

CHANGE OF NAME

The existing names of the company limit the presentation of the company as mare manufacturer or trader in tubes and related products. In the competitive market it is therefore necessary that the name of the company should reflect or cover the all major activities of the company. The Management therefore proposed change of name in the ensuing Annual General Meeting. Subject to necessay approvals.

POSTAL BALLOT

The Company issued postal Ballot dated 02/07/2012 pursuant to the provision of section 192A for approval of Shareholders for change/addition in Main Object of the company. Due to some mistake by company secretory in numbering objects clause Registrar of Company rejected application of change in object clause.

COMMENTS ON AUDITORS REPORT

The notes referred to in the luditor''s Report are self -explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956

AUDITORS'' REPORT

The Auditors'' Report to the shareholder does not contain any reservation, qualification or adverse remark.

DEPOSITS

Your company has not accepted or invited any deposits under the provisions of Section 58A read Companies (Acceptance of Deposits) Rules 1975

STATUTORY INFORMATION

The Company being basically in the trading sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 195 6, your directors confirm that:

In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 lo ss of the Comp any for the year under review;

The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

The Directors have prepared the accounts for the year ended 31st March, 2013 on a going concern basis.

The Company has neither earned no rspent any foreign exchange during the year under review

ACKNOWLEDGEMENTS

Your Directors would like to thank various bodies and statutory authoriti es including bankers, SEBI, ROC, Stock Exchanges, etc. for their co -operation. Thanks are also due to the Shareholders for their co - operation and the confidence they reposed in the management.

SUBSIDIARY COMPANIES

Your Company has no subsidiary Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the Public during the year under review.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s luditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

CASH FLOW STATEMENT

The Cash Flow Statement for the year ended 31st March 2013 pursuant to Clause 32 (as amended) of the Listing Agreement with Stock Exchanges is annexed herewith.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) us commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

LISTING OF SHARES, PAYMENT OF LISTING FEES

The Company''s Equity Shares are presently listed on Bombay Stock Exchange Limited (BSE) and Vadodara Stock Exchange Limited (VSE). The Company has paid the annual listing fees for the year 2012-13 to BSE. Connectivity of Both NSDL and CDSI is taken by the company for demat of shares. The members are requested to take benefits of Demat facility for trading in to the shares of the company

ACKNOWLEDGMENT

Yours Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also on record their appreciation of the devoted services rendered by Directors.



By Order of the Board of Directors For Uni tubes Limited Sd/- Place : Vadodara Parimal Shah Date: 27thJune,2013 Director


Mar 31, 2012

The Directors take immense pleasure in presenting their Twenty Third Directors'' Report together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE For the Financial Year Ended 31st March, 2012

(Rs. In Lacs)

Year Ended Year Ended Particulars March 31,2012 March 31,2011

Profit/(Loss) before tax (08.85) 00.19

Less: Provision for Taxation

— Current Tax 0.00 0.00

— Deferred Tax 0.00 0.00

— Relating to earlier years

Profit/(Loss) after tax (08.85) 00.19

Add: Balance brought forward from last year (427.29) (427.49)

Surplus available for appropriation 12.58 12.58

Less: Appropriations

Dividend on Equity Shares

Proposed

Interim

Dividend Distribution Tax

Transfer to General Reserve

Surplus carried to Balance Sheet (423.57) (414.71)

During the year under review, your Company has incurred Loss for Rs. 08.85 Lacs as against Profit After Tax for Rs. 0.19 Lacs during the previous financial year.

DIVIDEND

In view of losses no dividend is recommend for the year.

PROSPECTUS AND FUTURE OUTLLOK

The company has started business of trading in commodities and metal both ferrous and non ferrous metal. Your Directors envisage very good prospectus and business opportunities in this business. Directors also proposes to diversify the activities by venturing in to the business of real estate and infrastructure development.

DIVERSIFICATION OF ACTIVITIES

The company has plans to go for major diversification of the activities of the company by undertaking commodities trading on large scale, real estate and infrastructure development

INCREASE IN SHARE CAPITAL

To fund the projects for diversification and expansion of activities, the company shall raise the authorised share capital as set out in the notice of the meeting

ISSUE OF SHARES ON PREFERENTIAL BASIS TO A SELCT GROUP OF PERSONS

As the expansion cum diversification projects shall be funded partly by way of issue of further shares to person other than the existing shareholders i.e to a select group of investors, the company desires to issue further equity shares on preferential basis to a select group of person in accordance with the provisions of the companies Act, 1956 and listing agreement

POSTAL BALLOT

In view of the diversification projects proposed by the company alteration of its Main Objects by addition of the some object to the Main Object Clause of its Memorandum of Association was carried out b the company. As required under Section 17 and Section 192A of the Companies Act, 1956 read with The Companies( Passing of resolution by postal Ballot) Rules, the process for the same was carried out and special resolution for alteration of the Main Objects is being passed through postal Ballot Process. The result of the same shall be announced by the Chairman of the meeting at the Ensuing AGM

CHANGE OF NAME

As the company is going to be a multi activity company Directors has considered it necessary to change the name of the company. The availability of the name is granted by Registrar of Companies Gujarat. The change of the name as said is subject to your approval as set out in the notice of the meeting

Management

There is no Change in Management of during the year under review.

Directors

There is no change in composition of Board during the year under review.

In accordance with the requirements of Section 256 of the Companies Act, 1956 Mr. Dilip Gujjar Director retires by rotation and being eligible for the reappointment. You are requested to reappoint him. None of the Director of the Company is disqualified under section 274(l)(g) of the Companies Act 1956.

Auditors

M/s PARIKH SHAH CHOTALIA & ASSOCIATES Chartered Accountants, Vadodara holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint the Auditors and fix their remuneration.

Comments on Auditor''s Report:

The notes referred to in the Auditor''s Report are self-explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

AUDITORS''REPORT

The Auditors'' Report to the shareholder does not contain any reservation, qualification or adverse remark.

DEPOSITS

Your company has not accepted or invited any deposits under the provisions of Section 58A read Companies (Acceptance of Deposits) Rules 1975

Statutory Information

The Company being basically in the trading sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities; The Directors have prepared the accounts for the year ended 31st March, 2012 on a going concern basis.

The Company has neither earned nor spent any foreign exchange during the year under review

ACKNOWLEDGEMENTS

Your Directors would like to thank various bodies and statutory authorities including bankers, SEBI, ROC, Stock Exchanges, etc. for their co-operation. Thanks are also due to the Shareholders for their co- operation and the confidence they reposed in the management.

By Order of the Board

For Uni-Tubes Limited

Sd/- Sd/- Parimal Shah Umesh Gandhi Managing Director Director

Date : 25/05/2012

Place : Vadodara

 
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