M/S UTL INDUSTRIES LIMITED
Your Directors have pleasure in presenting their Thirty Second AnnualReport together with the Audited Financial Statements for the financial year ended 31stMarch 2021.
Pursuant to notification dated 16th February 2015 issued bythe Ministry of Corporate affairs the Company has adopted the Indian Accounting Standards("Ind AS") notified under the Companies (Indian Accounting Standards) Rules2015 prescribed under Section 133 of the Companies Act 2013 (as amended from time totime) with effect from 1st April 2016 and the accounts are prepared under Ind AS.
(Rs. in lakhs)
|Particulars ||Current year (31-03-2021) ||Previous year (31-03-2020) |
|Total Revenue ||215.10 ||446.07 |
|Net Profit Before Tax ||44.48 ||15.43 |
|Less: Current Tax ||12.15 ||4.10 |
|Yearly years Tax Adjustments ||0.00 ||0.28 |
|Deferred Tax ||(0.13) ||(0.12) |
|Net Profit / (Loss) After Tax ||32.46 ||11.17 |
OPERATIONS & STRATEGIC PLANNING:
During the financial year 2020-21 revenue from operations includingother income is Rs. 215.10 Lakhs as against Rs. 446.07 Lakhs in the previous year. Duringthe year under review the Company has gained profit from the activities of Rs. 32.46lakhs compared with previous year profit of Rs. 11.17 lakhs.
The Board of Directors of the Company has not recommended any dividendduring the financial year 2020-21.
WEBLINK OF 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 andAdministration) Rules 2014 (including any statutory modification(s) or re-enactmentthereof for the time being in force) the Annual Return in Form No. MGT-7 will bedisplayed on the website of the Company
During the year under review there is no change in the IssuedSubscribed and Fully paid-up equity share capital of the Company. The paid-up equity sharecapital as at 31st March 2021 stood at Rs.32955000 /- (Rupees Three CroresTwenty Nine Lakh Fifty Five Thousand only).
TRANSFER TO RESERVE:
The Company has not transferred any amount to reserves.
SUBSIDIARY AND ASSOCIATES COMPANY:
As on 31st March 2021 the Company does not have subsidiaryassociate company and joint ventures company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of Section 152 and other applicable provisions if any of theCompanies Act 2013 Mr. Bhavik Vasantbhai Patel (DIN 07521766) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
Your Board recommends re-appointment of Mr. Bhavik Vasantbhai Patel(DIN 07521766) retiring at the forthcoming AGM of Company in terms Section 152 of theAct who in opinion of the Board fulfills the conditions for reappointment specified inthe Act and rules made thereunder.
Further during the financial year 2020-21 following changes have takenplace on the board
|Sr. No. Name of Director ||Date ||Event |
|01 Mr. Jatin Kanubhai Patel ||13-02-2021 ||Appointment |
|02 Mrs. Amiben Pareshkumar Shah ||13-02-2021 ||Appointment |
|03 Mrs. Pintu Sanjubhai Shah ||13-02-2021 ||Cessation |
KEY MANAGERIAL PERSONNEL
Mr. Parimal R Shah (DIN 00569489) Managing Director Mr. BhavikVasantbhai Patel (DIN 07521766) Executive Director and Chief Financial Officer and Ms.Sonal Tarachand Golani Company Secretary and Compliance Officer are the Key ManagerialPersonnel of Company in accordance with the provisions of Section 2(51) and 203 of the Actread with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The brief resume and other information/details of Directors seekingappointment/re-appointment as required under Regulation 36(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Secretarial Standard onGeneral Meetings (SS-2) are given in the Notice of the ensuing Annual General Meetingwhich is being sent to the shareholders along with Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all theIndependent Directors confirming that they meet the criteria of independence as laid downin Section 149(6) of the Companies Act 2013 along with Rules framed there under andRegulation 16(1)(b) of the SEBI Listing Regulations and also that they have registeredthemselves with the Independent Director's database maintained by the Indian Institute ofCorporate Affairs (IICA) in terms of Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014. There has been no change in the circumstancesaffecting their status as independent directors of the Company.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:
Annual Evaluation of all Board members is done annually. The evaluationis done by the Board Nomination & Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andindividual Directors.
Criteria for evaluation of Board as a whole includes frequency lengthtransparency flow of information administration and disclosure of Board meetings held.
Individual Director can be evaluated on the basis of their ability tocontribute good governance practices to address top management issues long termstrategic planning individually time spent attendance & membership in othercommittees core competencies and obligation & fiduciary responsibilities etc.
NUMBER OF MEETINGS OF THE BOARD:
Regular meetings of the Board are held to discuss and decide on variousbusiness policies strategies and other businesses. The Board met Six (6) times during thefinancial year 2020-2021 viz 29th June 2020 7th August 2020 2ndSeptember 2020 9th November 2020 26th December 2020 and 13thFebruary 2021.
During the F.Y. 2020-21 the committee consisted of IndependentDirectors of the Company viz Mr. Samir Vora (Chairman) Joy Chhikniwala and Bhavik Patelas Member of the Audit Committee. As per Section 177(8) of the Companies Act 2013 asamended from time to time the Board has accepted all the recommendations of the AuditCommittee during the F.Y. 2020-2021.
CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Section 135 of the Companies Act 2013 are not applicableto the Company.
As per Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Corporate Governance is not applicable to the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDIN SECTION 188 OF THE COMPANIES ACT 2013:
During the F.Y. 2020-2021 the Company has entered into transactionswith related parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 all of which were in theordinary course of business and on arm's length basis and in accordance with theprovisions of the Companies Act 2013 read with the Rules issued there under and as perListing Regulations. Further there were no transactions with related parties whichqualify as material transactions under the Listing Regulations
Details of all related party transactions are enclosed as part of notesto the accounts for the year ended March 31 2021.
Since all related party transactions entered into by the Company werein the ordinary course of business and were on an arm's length basis form AOC-2 isnot applicable to the Company.
INTERNAL FINANCIAL CONROL SYSTEM AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls withreference to financial statements. The Board has adopted policies and procedures forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safe guarding of its assets the prevention and detection offraud error reporting mechanisms the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures.
The Company has devised systems to ensure compliance with theprovisions of all applicable laws to the Company. During the year the Internal Auditor ofthe Company were assigned the responsibility for ensuring and reviewing the adequacy oflegal compliance systems in the Company as required under the Companies Act 2013.Compliance with all laws applicable to the Company was checked by the Internal Auditor andno non-compliance with laws applicable to the Company was reported to the Company.
The Company has adopted Vigil Mechanism / Whistle Blower Policy whichwas approved and adopted by the Board of Directors of the Company and has been amendedfrom time to time considering the new requirements / amendments in the Regulations. Thesaid policy provides a formal mechanism for all Directors and employees of the Company toapproach Chairman of the Audit Committee of the Company and make protective disclosuresabout the unethical behavior actual or suspected fraud and violation of theCompany's Code of Conduct and Business Ethics. Under the Policy each Director /employee of the Company has an assured access to the Chairman of the Audit Committee.
Further SEBI vide its notification dated 31st December 2018 hasamended the provisions under the SEBI (Prohibition of Insider Trading) Regulations 2015by issuance of SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 whichcame into effect from 1st April 2019 which inter alia provides for the "WrittenPolicies and Procedures" for inquiry in case of leak of unpublished price sensitiveinformation ("UPSI") or suspected leak of UPSI and to have a "WhistlerBlower Policy" and to make Directors and employees aware of such policy to enablethem to report instances of leak of UPSI.
Pursuant to above and in order to effect the amendments as notified bySEBI for time to time in the above Regulations the Board of Directors of the Companyhas approved and adopted the revised "Vigil Mechanism / Whistle Blower Policy".
LOANS GUARANTEES OR INVESTMENTS IN SECURITIES:
During the financial year 2020-21 Company has not given any loanguarantee or investment to any other corporate as per the provision of section 186 of theCompanies Act 2013
A) Statutory Auditors:
The Company at its 30th Annual General Meeting held on 30thSeptember 2019 appointed M/s SDT & Co. Chartered Accountants having Firm'sRegistration No: 112226W as Statutory Auditors of the Company to hold office for a periodof Five (5) years till the conclusion of 35th Annual General Meeting. TheCompany has obtained necessary certificate under Section 141 of the Act conveying theireligibility for being the Statutory Auditors of the Company for the year 2021-22.
The Auditors in their report have referred to the notes forming part ofthe accounts. The said notes are self explanatory and do not contain any qualificationreservation or adverse remark or disclaimer. Also no offence of fraud was reported by theAuditors of the Company under Section 143 (12) of the Act.
B) Secretarial Auditors and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany had appointed Mohd Daraz Khan Proprietor of MD Khan & Associates PracticingCompany Secretaries Vadodara to carry out secretarial audit for the financial year2020-2021. The Company has provided all assistance and facilities to the SecretarialAuditor for conducting their Audit. The secretarial audit report for the financial year2020-2021 is annexed to this report as Annexure 2. The Secretarial Auditors reportdoes not contain any qualification reservation or adverse remark and is self -explanatory and thus does not require any further clarification/comments.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY:
There were no material changes and commitments between the end of thefinancial year of the Company to which the Financial Statements relates and date ofDirectors' Report affecting the financial position of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review there are no significant and materialorders passed by the Regulators Courts or Tribunals that would impact the going concernstatus of the Company and its future operations.
MAINTENANCE OF COST RECORDS:
The Company is not required to maintain Cost records as specified bythe Central Government under Section 148(1) of the Companies Act 2013.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:
Secretarial Standard as applicable to the Company were followed andcomplied with during the F.Y. 2020-2021
The Company has adopted a remuneration policy of Directors and SeniorManagement Personnel detailing inter alia the procedure for Director appointment andremuneration including the criteria for determining qualification.
The policy ensures that
(a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the Directors of the quality require to runthe Company successfully;
(b) relationship of remuneration to the performance is clear and meetsappropriate performance benchmarks ; and
(c) remuneration to Directors and Key Managerial Personnel and SeniorManagement involves a balance fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goal. The policyhas been approved by the nomination and remuneration committee and the Board.
PREVENTION OF INSIDER TRADING
The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window' isclosed. The Board is responsible for implementation of the code. All Directors and thedesignated employees have confirmed compliance with the code.
The Company's equity shares are listed on BSE Limited (BSE). TheCompany has paid annual listing fees to the Stock Exchange for the financial year 2021-22.The shares of the Company are actively traded on BSE and have not been suspended fromtrading.
SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
Company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013.
In terms of Schedule V read with Regulation 34(3) of SEBI (LODR)Regulation 2015 disclosures relating to Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013 are given as below:
|Sr. No. Particulars ||Number of complaints |
|1 Number of complaints filed during the financial year 2020-21 ||NIL |
|2 Number of complaints disposed off during the financial year 2020-21 ||NIL |
|3 Number of complaints pending as on 31.03.2021 ||NIL |
REPORT ON ENERGY CONSERVATION FOREGN EXCHANGE EARNING AND OUTGORESEARCH AND DEVELOPMENT
Information relating to energy conservation foreign exchange earnedand spent and research and development activities undertaken by the Company in accordancewith the provision of Section 134 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 are given herein below.
CONSERVATION OF ENERGY
Your Company is conscious to conserve the energy and for the purposeadequate measures are taken.
Your Company continues to use adequate technological application in theoperation of the company.
FOREIGN EXCHANGE EARNING AND OUTGO:
There is no foreign exchange earnings and outgo during the financialyear under review.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review your Company has not transferred anyamount to the Investor Education and Protection Fund (IEPF) Authority of the CentralGovernment of India.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:
The table containing the names and other particulars of ratio ofDirectors' Remuneration to Median Employee's Remuneration in accordance with theprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure-3.
No employee comes under the specified remuneration limit mentionedunder Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
Company has not accepted any public deposits within the meaning ofSections 73 to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014 during the year under review. As such no amount on account of principal orinterest on public deposits was outstanding as on the date of the Balance Sheet. TheCompany has not accepted any deposits during the year under review.
EXTRACT OF ANNUAL RETURN:
As required under sub-section 3(a) of Section 134 and Sub Section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the extract of the Annual Return in form MGT-9 as at 31stMarch 2021 forms part of this report as Annexure-A.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions under Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement the Board of Directors to thebest of its knowledge and ability confirm:
i. That in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed and that there were nomaterial departures;
ii. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of the affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review.
iii. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting a fraud andother irregularity
iv. That the Directors have prepared the annual accounts for the year ended 31stMarch 2021 on a "going concern basis";
v. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively
vi. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.
APPRECIATION & ACKNOWLEDGEMENTS:
Your Board takes this opportunity to thank Company's employees fortheir dedicated service and firm commitment to the goals & vision of the Company. YourDirectors take this opportunity to thank our customers for their continued loyalty withour products which has resulted in the Company's extraordinary success in industryeven in this unprecedented times. The Board also wishes to place on record its sincereappreciation for the wholehearted support received from the shareholders investors andbankers. Further we would also like to acknowledge the support and assistance extended bythe Regulatory Authorities such as SEBI Stock Exchanges and other Central & StateGovernment authorities and agencies Auditors Registrars Legal Advisors and otherconsultants. We look forward to continued support of all them in future as well.