25thANNUAL REPORT - Bombay Stock Exchange · Email:[email protected] IMPORTANT COMMUNICATION TO...
Transcript of 25thANNUAL REPORT - Bombay Stock Exchange · Email:[email protected] IMPORTANT COMMUNICATION TO...
25thANNUAL REPORT
(YEAR 2013 – 2014)
Formerly Known as Uni Tubes Limited
Email: [email protected]
Website: www.utlindustries.com
Registered Office: UNI TUBES LIMITED
607, WORLD TRADE CENTRE,
SAYAJIGUNJ, VADODARA – 390 005.
(GUJARAT) INDIA
Registered office:
UTL INDUSTRIES LIMITED
607, WORLD TRADE CENTRE,
SAYAJIGUNJ,
VADODARA – 390 005. (GUJARAT)
Phone: 91-265-2363496/97
Email: [email protected]
Website: www.utlindustries.com
Annual General Meeting
Date: 30/09/2014
Time: 11 am
Venue: At Regd. Office
Address As above
Auditors:
Parikh Shah Chotalia& Associates
105 Gajanand Complex Opp. Tube
Company, Old Padara Road.
Vadodara 390020
Ph: 0265-2341174
Share transfer Registrar
( R.T.A. )
PurvaSharegistry (India) Limited
9 Shiv Shakti Industrial Estate,
Lower Parel (E)
MUMBAI-400 011
Tel: 022-23018261
Email:[email protected]
IMPORTANT COMMUNICATION TO MEMBERS The Ministry of Company Affairs has taken a “Green Initiative in the Corporate Governance” byallowing paperless compliances by the Companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To supportthis green initiative of the Government in full measure, members who have not registered theire-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants.Members who hold shares in physical form are requested to register their e-mail ID with PurvaSharegistry (India) Limited 9 Shiv Shakti Industrial Estate, Lower Parel (E)
Mumbai-400 011
Email:[email protected]
BOARD OF DIRECTORS
PARIMAL R SHAH : EXECUTIVE DIRECTOR
UMESH GANDHI : EXECUTIVE DIRECTOR
SHAILESHNAIK : NON EXECUTIVE DIRECTOR
DILIPGAJJAR : NON EXECUTIVE DIRECTOR
DIRECTORS’ REPORT TO THE SHAREHOLDERS
Dear Shareholders,
UTL Industries Limited
Your 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)
P a r t I c u l a r s
Year Ended Year Ended
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 Date of first Appointment
Shareholding in the co. as
on 31.03.2014
Umesh Gandhi
Under Graduate
More than 17 years’ experience in Administrative Engineering and Finance Industries.
01/10/1969 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.
INFORMATION UNDER SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2014.
I. CONSERVATION OF ENERGY
FORM “A” Your Company falls out of the purview of the list of Industries which are required
to furnish the necessary information in Form A. II. Disclosure of Particulars with respect to Technology Absorption, Adaptation and Innovation (To the
extent applicable) Form “B”
Current year Previous year 1) Research & Development ( R& D ) NIL NIL 2) Technology absorption, Adaptation and innovation NIL NIL
III. Foreign Exchange Earnings NIL NIL Outgo NIL NIL
Place : Vadodara Date : 29th AUGUST,2014
By Order of the Board of Directors For UTL Industries Limited
Sd/- Parimal Shah Managing Director
MANAGEMENT DISCUSSION ANALYSIS
SEGMENT WISE PERFORMANCE
INCOME FROM TRADING
The Company physically trades Metals and other allied products. It has stated widening its activities to deal in different ferrous and nonferrous products.
OUTLOOK
Your Company is one of the better players in the market and is having its presence in different business segment viz Agro-Commodities, Metals and other allied products. The company has also plan to envisage other viable projects and considering the same company is planning to change main object clause which widening scope.
Company will increase its profitability in the new sector of business also and thus the outlook of the Company on its new business segment is positive.
RISK & CONCERNS
Weathering risks ahead. The 2014 commodity market outlook is subject to a number of risks. For metals, prices depend importantly on economic conditions in China, which accounts for almost half of global metal consumption. Should conditions there deteriorate, metal prices could decline substantially. On agricultural commodities—most importantly, food—weather a key risk. Other major things that affect the overall economy of the country’s exchange rate fluctuation and crude price.
INTERNAL CONTROL SYSTEM
Your Company believes in formulating adequate and effective internal control systems and implementing the same strictly to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances.
Continuous review and implementation of best system that object the safeguard of company’s interest is the utmost task of your management. The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the report generated on Internal control system.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES
Your Company continues to lay great stress on its most valuable resource - people. Continuous training, both on the job and in an academic setting, is a critical input to ensure that employees at all levels are fully equipped to deliver a wide variety of products and services to the customer of the Co.
CAUTIONARY STATEMENT
Statements in the Management Discussions and Analysis describing the Company’s objectives, projections, estimates, expectations may be forward looking statements. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Company’s performance include
economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws, statues and other incidental factors.
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 Auditors 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 2014 pursuant to Clause 32 (as amended) of the Listing Agreement with Stock Exchanges is annexed herewith.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is 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 2014-15 to BSE. Connectivity of Both NSDL and CDSl 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.
Place : Vadodara Date : 29th AUGUST,2014
By Order of the Board of Directors For UTL Industries Limited
Sd/- Parimal Shah Managing Director
COMPLIANCE WITH CODE OF CONDUCT
The Company has put in place a code of conduct for its Board of Directors and senior management personnel. Declarations of compliance with the code of conduct have been received from all Board members and senior management personnel. A certificate to this effect from Mr.Parimal Shah, Director/CEO forms part of this Report.
CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT
Introduction
UTL Industries Limited has a vision for total customer satisfaction and enhancing stakeholders’ value. The Company’s philosophy on corporate governance revolves around fair and transparent governance and disclosure practices. This includes respect for human values, individual dignity, and adherence to honest, ethical and professional conduct.
Applicability
This Code of Conduct is applicable to the Members of the Board of Directors of the Company and Senior Management, defined as members of core management team excluding Board of Directors but including all functional heads (hereinafter collectively referred to as Senior Officers).
The Senior Officers shall confirm that they have received, read and understood the Code of Conduct, and agree to comply with the Code annually in the format specified.
The Code
Following are the covenants of the Code of Conduct for board members and senior management
Honest and Ethical Conduct: Senior Officers are expected to comply with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company with the highest standard of personal and professional integrity, honesty and ethical conduct.
Confidential Information: Senior Officers have to secure, preserve, safeguard and use discreetly, confidential information in the best interest of the Company. They should not divulge or communicate such information to third parties except when authorized for the business reasons.
Related Parties: Senior Officers should avoid conducting company business in any significant way with a relative (as defined in the Companies Act, 2013), or with a business in which a close relative is associated, without intimation to the Board of Directors.
Exclusivity: Senior Officers are expected to devote their full attention with integrity and honesty to the business interests of the Company. They are prohibited from engaging in any activity that interferes with his proper discharge of responsibilities of the Company, or is in conflict with or prejudicial to the interests of the Company.
Gratuities and Gifts: The Company’s policy prohibits the receipt of gifts and gratuities, particularly from individuals or firms with which the Company has business dealings. The only exception is the receipt of complementary items that carry Company’s name printed or embossed on it so as to clearly establish that it is a sales promotional item. To the extent possible all such gifts or hospitalities must be declined so as to ensure that Senior Officers are not put in an obligatory position vis-à-vis the company customer, supplier or trader.
Protection and Proper Use of Company's Assets: Senior Officers are responsible for effective control and appropriate use of all Company’s resources entrusted to them in the official discharge of their duty. Company's assets should be used only for legitimate business purposes.
Insider Trading: Senior Officers should abide by company’s insider trading policy in compliance with the SEBI (Prohibition of Insider Trading) Regulations 1992, as adopted by the Board of Directors of the Company.
Anti-Harassment Policy: The Senior Officers should adhere to and facilitate effective functioning of the Company’s mechanism for redressel of complaints of harassment of any nature as per laid down policies and principles.
Compliance with the Code: Any Senior Officer who knows or suspect violation of applicable laws, rules or regulations or this Code of Conduct, must immediately report such information to the HR Department. This will help safeguard company’s assets and reputation.
The Board of Directors of the Company shall designate appropriate person to determine appropriate action in case of violation of the Code.
Disclosures
(a)There are no transactions with related parties i.e. with Promoters, Directors, Management, Subsidiaries or Relatives that may have potential conflict of interest with the Company at large.
There has been no instance of non-compliance by the Company on any matter related to Capital Markets and hence the question of penalties or strictures being imposed on the Company by the Stock Exchange or SEBI or any Statutory Authority does not arise.
In Compliance with the Securities & Exchange Board of India (Prohibition of Insider Trading Regulations, 1992) as amended till date, on Prohibition of Insider Trading, the Company has a comprehensive Code of
Conduct and the same is being strictly adhered to by its management, staff and relevant business associates. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. However whistle blower policy has not been formed during the year under review. Further, we affirm that no personnel have been denied access to the Audit Committee.
Share Reconciliation Statement (Formerly known as Secretarial Audit Report):- A qualified Practicing Company Secretary carried out Secretarial Audit on quarterly basis to reconcile the total issued and listed capital. The secretarial audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and/or the total number of dematerialized shares held with NSDL and CDSL.
Disclosures on Non-Mandatory Requirements
The Company has adopted/complied with the following non-mandatory requirements as prescribed in Annexure I D to Clause 49 of Listing Agreement with the Stock Exchange :-
The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director.
We publish our quarterly results and half yearly results in widely circulated newspapers whereas we did not send half yearly results to any of shareholders.
The financial statements of the Company are unqualified.
The Board of Directors of the Company at its meeting held on 30th June 2009 has adopted the Whistle Blower Policy and appointed an ombudsperson. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Company’s Code of Conduct Policy. No Employee has been denied access to the Audit Committee.
CORPORATE GOVERNANCE REPORT
Pursuant to clause 49 of the listing agreement, a report on corporate governance is given below:
1) COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE.
Corporate Governance deals with the laws, procedures, and practice to determine Company’s ability to take managerial decisions and in particular relations with Shareholders, Customers/Suppliers and Employees. The objective of Good Corporate Governance is to enhance the long-term shareholders value and maximize interest of other Shareholders. This in turn will lead to corporate growth and the actions of the management arising out of this Corporate Governance would create wealth for the Company as well as for Society at large.
2) BOARD OF DIRECTORS
The Company has balanced mix of executive and non-executive independent directors. As at 31.03.2014 the board of directors comprises of four directors of which two are non-executive directors.
During the year Five Board meetings were held and the gap between two meetings did not exceed 4 months. The Board meetings were held on 29/05/2013, 27/06/2013, 14/08/2013, 13/11/2013 & 12/02/2014 . (on 29/05/13 – for 12-13 audited results, on 27/06//13 – date , time and place fixation of ensuing AGM, on 14/08/13- for unaudited for june-13, on 13/11/13 – for sept-13 unaudited, on 12/02/14 – for dec-13 unaudited results)
None of the Directors on the Board is a member of more than 10 Committees & more than 5 Committees as Chairman.
The names and category of Directors on the Board, their attendance at Board meetings during the year and at the last Annual General Meetings and also the number of Directorships and Committee Memberships/Chairmanships held by them in other Companies are give below:
Name Category /Designation No. of outside Directorship and Committee membership / Chairmanship
Public Company
Private Company
Committee Membership
Chairmanship
Parimal Shah Promoters/Executive Director (M.D.)
1 1 1 1
Umesh Gandhi Executive Director Nil 2 NIL 1
ShaileshNaik Non-Executive Independent Director
Nil Nil 2 1
DilipGajjar Non-Executive Independent Director
Nil Nil 3 Nil
The Shareholding of the non-executive director in the company is as under:
Sr. Name of non-executive director No of Shares
1 Mr.Shailesh N. Naik 5000
2 MrDilipGujjar 0
3) Compliance Officer:
As per Clause 49 (i)(B) of the Listing Agreement, the Company has no pecuniary relationship or transaction with the non-executive Directors vis-à-vis the Company. Mr. Umesh Gandhi is the Compliance Officer for compliance with the requirement of SEBI Regulation and listing agreement.
4) Audit Committee:
The terms of reference of the Audit Committee is as per the guidelines set out in the listing agreement with the Stock Exchanges, read with Section 177 of the Companies Act, 2013.
Name of the Member Meetings held Attendance
Parimal Shah, Member 4 4
Shaileshchandra Naik, Non Exe. Ind. Director- Chairman 4 4
Dilip Gajjar, Non Exe. Ind. Director - Member 4 4
5) Remuneration Committee:
Two whole time directors are paid nominal remuneration as approved by the Board and the members. The
other non-Executive Directors are not taking sitting fees for attending the Board Meetings. The members of
the committees have decided not to take any sitting fee for the time being for committee meetings. In
addition Parimal Shah, Shailesh Naik, Dilip Gajjar and Umesh Gandhi have decided not to take any sitting fee
for the Board Meetings as well.
Details of Remuneration paid to the Directors:
Name of the Directors Salary (p.a)(Rs) Sitting Fee Total
Parimal R. Shah 2,16,000 - 2,16,000
Umesh R. Gandhi 1,32,000 - 1,32,000
Shaileshchandra N. Naik - - -
Dilip J. Gajjar - - -
Note: Salary includes Basic Salary, Allowances, Perquisites
The Directors have also decided not to receive the sitting fees in view of the financial position of the Company. The said committee comprises of three directors namely, Umesh Gandhi (as Chairman), Shailesh N.Naik and Dilip J. Gajjar (both are as members).
6) The Transfer and Investor Grievance Committee:
The investors/shareholders grievance committee comprises entirely of three Directors namely, Parimal Shah as Chairman and Shailesh N.Naik and Dilip J. Gajjar (both are as members). The Share transfer and investor grievance committee meeting were held during the year 2013-2014 on 29/05/2013,14/08/2013, 13/11/2013 & 12/02/2014.
All the complaints received from the Shareholders have been attended.
7) General Body Meetings The details are as under :
Date of AGM Location
30th September 2011 At the Registered office of the Company 25th September, 2012 At the Registered office of the Company 25th July, 2013 At the Registered office of the Company
8) Disclosures:
a) There are no applicable Disclosure of related partly transactions as required by the Accounting Standard18 as issued by ICAI. There are no material significant transactions with its promoters, as a Director or the management or relatives or subsidiaries that may have potential conflicts with the interest of the Company.
b) There is no non-compliance by the Company except the circumstantial delay caused, penalties, stricturesimposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to Capital market during the last 4 years.
9) General Shareholders information
Sr. No. Particulars Date
1. Annual General Meeting 30.09.2014 2. Dates of Book-closure 24.09.2014 to 30.09.2014 (Both days inclusive) 3. Record Date -- 4. Dividend Payment date N.A. 5. Listed on Stock Exchange BSE & VSE 6. Stock Code 500426 BSE
Address for communication: 607, World Trade Centre, Sayajigunj, Vadodara – 390 005. Phone : 0265-2363496 Email: [email protected]
CINNO : L27100GJ1989PLC012843 Given by Ministry of Corporate Affairs.
Financial Calendar : 2013 – 2014
First Quarterly Results : August – 2013
Second Quarterly Results
Third Quarterly Results :
: November2013
:February – 2014
Annual Results for the year Ended on 31.03.2014 : May – 2014
Share Transfer System: All transfer requests are received and processed by Share transfer Registrar(R.T.A. ) PurvaSharegistry (India) Limited after a careful scrutiny of the same for transfer or rejection, as the case may.
10) Distribution of Share Holding as on 31st March 2014
Shares Holding No.of Shareholder
Shareholders in % No of Shares Shares in %
Upto 5,000 1569 66.31 3829760 11.77
5001 - 10,000 340 14.37 3050020 9.37
100,01 - 20,000 194 8.20 3046920 9.36
20,001 - 30,000 133 5.62 3317000 10.19
30,001 - 40,000 34 1.44 1205000 3.70
40,001 - 50,000 35 1.48 1686000 5.18
50,001 - 1,00,000 24 1.01 1833000 5.63
1,00,001 - Above 37 1.56 14582300 44.80
2366 100 32550000 100
11. Shareholding pattern as on 31st March, 2014
Total Nominal Value: Rs.3255000 Total No. of Shares : 3255000 Nominal Value of each Shares: Rs.10/- Paid up Value of each Shares Rs.10/-
Category No. of Shares % of Shareholding
Indian Promoters & Group 453900 13.94
Mutual Funds &UTI 0 0 .00
FIIs 00 00
Banks & Financial Institution 00 00
Corporate Bodies 133781 4.11
Indian Public 2614719 80.33
NRIs/OCBs 52600 1.62
Total 3255000 100
12. Market Price data
Month High Price Low Price No.of Shares
April-2013 5.40 5.40 1000
June-2013 5.95 5.67 2
July- 2013 5.70 3.11 2,183
August-2013 2.96 2.65 4
Sept.- 2013 2.55 2.45 802
October-2013 2.33 2.33 1
December-2013 2.33 2.25 501
January-2014 2.47 2.36 700
Februar-2014 2.55 2.40 450
March-2014 3.02 2.62 305
Dematerialization of Shares as on 31st March, 2014 and Liquidity.
Shares Demated: NSDL: 354058 &CDSL: 63542 shares
Place : Vadodara Date : 29th AUGUST,2014
By Order of the Board of Directors For UTL Industries Limited
Sd/- Parimal Shah Managing Director
C E O C E R T I F I C A T E
We hereby certify that for the financial year ending 31st March, 2014 on the basis of the review of the financial statements and the cash flow statement and to the best of our knowledge and belief that :- These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws, regulations.There are, to the best of our knowledge and belief, no transactions entered into by the company during the year 2013-14 which are fraudulent, illegal or violate the Company’s code of conduct. We accept responsibility for establishing and maintaining internal controls. We have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee those deficiencies of which we areaware, in the design or operation of the internal control systems and that we have taken the required steps to rectify these deficiencies. We further certify that :-There have been no significant changes in internal control during this year.There have been no significant changes in accounting policies during this yearThere have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having a significant role in the Company’s internal control systems.
Place : Vadodara Date : 29th AUGUST,2014
By Order of the Board of Directors For UTL Industries Limited
Sd/- Parimal Shah Managing Director
CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT
I, Parimal Shah, Managing Director of the Company, hereby declare that the Company has adopted a code of conduct for its Board Members and senior management, at a meeting of the Board of Directors held on 29th September, 2008 and the Board Members and senior management have affirmed compliance with the Code of Conduct as applicable to them for the year ended 31st March, 2014.
Place : Vadodara Date : 29th AUGUST,2014
By Order of the Board of Directors For UTL Industries Limited
Sd/- Parimal Shah Managing Director
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
To, Board of Directors of UTL Industries Limited (Formerly known as Uni Tubes Limited)
Vadodara.
We have examined the compliance of the conditions of Corporate Governance by UTL INDUSTRIES LIMITED for the year ended 31.03.2014 as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges.
The Compliance of the conditions of Corporate Governance is the responsibility of the company’s management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the Compliance of the conditions of Corporate Governance. It is neither an audit nor an expression on the financial statements of the Company.
In our opinion and to the best of our information, and according to the explanations given to us, we certify, that the Company has partly complied with the conditions of The Corporate Governance as stipulated in the above mentioned listing agreement.
We state that majority of the investor grievances were attended within one month as per maintained by the company.
We further state that such compliance is neither as assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Parikh Shah Chotalia& Associates
Chartered Accountants
s/d
CA Vijay Parikh
(Partner)
Membership No: 031773
Date: 28th August, 2014 F.R.N: 118493W Place: Vadodara
Independent Auditors’ Report
To The Members of UTL Industries Limited Report on the Financial Statements
01. We have audited the accompanying financial statements of UTL Industries Limited (formerly known as Uni-Tubes Ltd) (“the Company”), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended March 31, 2014 then ended and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
02. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
03. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.
04. An audit involves performing procedures to obtain audit evidence, about the
amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.
05. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
06. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.
(a) In the case of the Balance Sheet, of the state of affairs of the Company as at
March 31, 2014; (b) In the case of the Statement of Profit and Loss, of the profit for the year ended
on that date; and (c) In the case of the Cash Flow Statement, of the cash flows for the year ended on
that date. Emphasis of Matter
07. We draw your attention to the following Non-provision of doubtful debts amount to Rs. 71,36,667/- and to that extent the profit for the year is overstated. Non provision of interest payable to National small Industries Corporation. (Refer Note “26”). Report on Other Legal and Regulatory Requirements
08. As required by the Companies (Auditor’s Report) Order, 2003 (“ the Order”) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.
09. As required by Section 227(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;
e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.
Place: Vadodara For Parikh Shah Chotalia& Associates Chartered Accountants
s/d CA Vijay Parikh (Partner)
Membership No: 031773 Date: 28th August, 2014 F.R.N: 118493W Place: Vadodara
` ` ` `
I. EQUITY AND LIABILITIES
1. Shareholder's funds
(a) Share Capital 2 3,25,50,000 3,25,50,000
(b) Reserves and Surplus 3 (4,20,42,547) (4,22,29,937)
(c) Money received against share warrants - -
(94,92,547) (96,79,937)
2. Share application money pending allotment
(To the extent not refundable)
3. Non- current liabilities
(a) Long-term borrowings - -
(b) Deferred Tax liabilities (Net)
(c) Other Long term liabilities -
(d) Long-term Provisions -
- -
4. Current Liabilities
(a) Short term borrowings 4 2,19,96,194 2,20,71,291
(b) Trade payables 5 6,18,07,978 1,28,503
(c) Other current liabilities 6 89,154 31,76,646
(d) Short term provisions 7 64,000 45,000
8,39,57,326 2,54,21,440 TOTAL 7,44,64,780 1,57,41,503
II ASSETS
1. Non-current assets
(a) Fixed assets -
(i) Tangible assets 8 61,990
(ii) Intangible assets
(iii) Capital work-in-progress - (iv) Intangible assets under development
(b) Non-current investments -
(c) Deferred tax assets (net)
(d) Long-term loans and advances 9 19,40,462 19,40,462
(e) Other non-current assets 10 71,36,667 84,87,678
91,39,119 1,04,28,140
2. Current assets
(a) Current investments -
(b) Inventories -
(c) Trade receivables 11 1,16,53,178
(d) Cash and Bank Balances 12 26,85,998 37,99,878
(e) Short-term loans and advances 13 5,09,86,485 14,23,485
(f) Other current assets 14 - 90,000
6,53,25,661 53,13,363 TOTAL 7,44,64,780 1,57,41,503
Significant accounting policies and notes to accounts 1
Notes on Accounts 2 to 31As per our report of even date
Parikh Shah Chotalia & Associates For and on behalf of the Board of Directors
Chartered Accountants
s/d s/d
s/d Parimal Shah Umesh Gandhi
Vijay M. Parikh. Director Director
Partner
Membership No.: 031773
Firm Registration No.: 118493W
Place : Vadodara Place: Vadodara
Date: 28th August, 2014 Date : 28.08.2014
UTL INDUSTRIES LTD.
BALANCE SHEET AS AT 31/03/14
PARTICULARSNote No.
On 31/03/13On 31/03/14
(FORMERLY KNOWN AS UNI TUBES LTD.)
SR. NO.
` ` ` `
I Revenue from operations:
Sale of Products 15 6,84,01,950 11,76,143
Other Operating Revenues - -
Less: Excise Duty - 6,84,01,950 11,76,143
II Other Income 16 29,75,742 29,75,742 11,82,050 11,82,050
III Total Revenue (I + II) 7,13,77,692 23,58,193
IV Expenses
Cost of Materials Consumed
Purchases of Stock in Trade 17 6,82,63,703 8,69,751
Employee benefits expense 18 5,97,000 4,68,000
Depreciation and amortization expense 8 1,911
Other expense 19 22,83,688 8,63,181
V Total Expense 7,11,46,302 22,00,932
VILoss / Profit before exceptional and extraordinary items and tax (III-IV) 2,31,390 1,57,261
VII Extraordinary items - -
VIII Loss / Profit before tax (VII-VIII) 2,31,390 1,57,261
IX Tax expense:
(1) Current tax 44,000 30,000
(2) Deferred tax
44,000 30,000
XLoss / Profit for the year from continuing operations (IX - X) 1,87,390 1,27,261
XIProfit for the period from discontinuing operations
XII Tax expense of discontinuing operations
XIIIProfit/(Loss) from discontinuing operations (after tax) (XII-XIII) - -
XIV Loss / Profit for the year (XI + XIV) 1,87,390 1,27,261
XV Earnings per equity share:
(1) Basic 0.06 0.04
(2) Diluted 0.06 0.04
Number of Equity Shares ( Face value Rs 10/ Each)
Significant accounting policies and notes to accounts 1 Notes on Accounts 2 to 31
As per our report of even date
Parikh Shah Chotalia & Associates For and on behalf of the Board of Directors
Chartered Accountants
s/d s/d
s/d Parimal Shah Umesh Gandhi
Vijay M. Parikh. Director Director
Partner
Membership No.: 031773
Firm Registration No.: 118493W
Place : Vadodara Place: Vadodara
Date:28/08/2014 Date : 28.08.2014
SR. NO.
Upto 31/03/14 Upto 31/03/13
UTL INDUSTRIES LTD.
PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31/03/14
PARTICULARSNote No.
(FORMERLY KNOWN AS UNI TUBES LTD.)
NOTE 1: Statement of Significant Accounting Policies and Practices (Annexed to and forming part of the financial statement for the year ended 31st March, 2014) .
A. Basis of Presentation
The accounts have been prepared using historical cost convention and on the
basis of a going concern, with revenues recognised and expenses accounted
for on accrual (including for committed obligations), in accordance with the
accounting standard prescribed in the Companies (Accounting Standards)
Rules, 2006 issued by the Central Government, in consultation with the
National Advisory Committee on Accounting Standards, to the extent
applicable. Where changes in presentation are made, comparative figures for
the previous year are regrouped accordingly.
B. Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires estimates and assumptions to be made that
affect the reported amount of assets and liabilities on the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Differences between actual results and estimates are
recognised in the period in which the results are known/ materialised.
C. Recognition of Income and Expenditure:
a) Revenues/Incomes and Costs/ Expenditure are generally accounted on
accrual, as they are earned or incurred.
b) Sale of goods is recognized on transfer of property in goods or on transfer of
significant risks and reward of ownership to the buyer, which is generally on
despatch of goods.
D. Employee Benefits:
Gratuity and Earned Privilege Leaves are the retirement benefits available to
the employees and the same have been determined on accrual basis. There are
no eligible employees entitled for such benefits and therefore no provision has
been made in respect of such benefits.
E. Accounting for Taxes on Income
Provision for current year Income Tax Expense compresses of Minimum
Alternate Tax made on the basis of the assessable income at the tax rate
applicable to the relevant assessment year.
F. Accounting for Deferred Taxes
In compliance with Accounting Standard 22 on Taxes on income issued by the
Institute of Chartered Accountants of India, the Company has not disclosed net
deferred tax liability as there is no certainty of sufficient taxable income being
available against which such deferred tax assets can be realised.
G. Contingencies and Events occurring after the date of Balance Sheet
a) Accounting for contingencies (gains and loss) arising out of contractual
obligations are made only on the basis of mutual acceptances.
b) Where material, events occurring after the date of Balance Sheet are
considered up to the date of adoption of the accounts.
NOTES FORMING PART OF ACCOUNTS
` ` ` `
NOTE `2'
SHARE CAPITAL
-Authorised
35,00,000 Equity Shares of Rs.10/- each 3,50,00,000 3,50,00,000
[Previous Year :3500000 Equity Shares of Rs.10/- each]
-Issued, Subscribed and Paid up
32,55,000 Equity Shares of Rs.10/- each fully paid-up. 3,25,50,000 3,25,50,000
[Previous Year : 3255000 Equity Shares of Rs.10/- each]
TOTAL 3,25,50,000 3,25,50,000
A) TERMS AND RIGHT ATTACH TO EQUITY SHARES
i) The Company has only one class of Equity Share haing a par value of Rs 10 per Shares. Each holder of equity share is entitled
to one vote per share
ii) In the event of liquidation, the holder of the equity shares will be entitled to receive remaining assetes of the company after
distribution of prefrential amounts. The distribution will be in proporation to the number of equity shares held by the Share
holders.
Reconciliation of Equity Shares
Particulars In Nos In Nos
Equity Shares at the beginnig of the Year 32,55,000 32,55,000
Add: Shares Issued - -
Equity Shares at the end of the Year 32,55,000 32,55,000
In Value Amount Amount
Equity Shares at the beginnig of the Year 3,25,50,000 2,87,01,500
Add: Shares Issued/ Calls in arrears - 38,48,500
Equity Shares at the end of the Year 3,25,50,000 3,25,50,000
List of Share holders having 5% or more Shares (In Nos)
Name Of Shareholders In Nos In % In Nos In %
Mr Parimal R Shah 2,75,620 8.47 2,75,620 8.47
Particulars
March 31, 2014 March 31, 2013
` ` ` `
NOTE `3'
RESERVES AND SURPLUS
Profit and Loss Account
Opening Balance ( Debit ) (4,34,88,406) (4,36,15,667)
Less/Add: Profit/ Loss during the year 1,87,390 1,27,261
Closing Balance ( Debit ) (4,33,01,016) (4,34,88,406)
Other reserve
Subsidy: - -
Opening Balance 12,58,469 12,58,469
Add: Addition during the Year - - -
Less: Utilisation during the Year - - -
Closing Balance 12,58,469 12,58,469
TOTAL (4,20,42,547) (4,22,29,937)
` ` ` `
NOTE `4'
SHORT TERM BORROWINGS
-Secured
Loans repayable on demand
From Union Bank of India - -
[Secured by way of Hypothecation of Inventory and Receivables
of the Company and also secured by way of personal guarantee
of one of the Directors of the Company )
From National Smal Industries Corporation 1,75,07,713 1,75,07,713
[Refer Note No. "24"
Unsecured
Loans repayable on demand
Loans and advances - -
From Related Parties 10,88,481 11,63,578
From Others 3,00,000 3,00,000
From Companies 31,00,000 44,88,481 31,00,000 45,63,578
There is a continuing default in repayment of dues to
National Small Industries Corporation since F.Y. 1997-98 2,19,96,194 2,20,71,291
` ` ` `
NOTE `5'
TRADE PAYABLES
Trade Payables
For Goods 6,16,84,086 -
For Expenses 1,16,705 1,27,143
6,18,00,791 1,27,143
Others
For Statutory Dues 7,187 1,360
For Advances from Customers - -
7,187 1,360
TOTAL 6,18,07,978 1,28,503
Particulars
Particulars
Particulars
March 31, 2013
March 31, 2013
March 31, 2014 March 31, 2013
March 31, 2014
March 31, 2014
` ` ` `
NOTE `6'
OTHER CURRENT LIABILITIES
Current maturities of long term debt
-From Gujarat State Financial Corporation - 30,87,492
[Secured by way of Hypothecation of all movable assets of
the Company both future and present and personal guarantee
of one of the Directors of the Company )
[ Repayable within one year Rs 3087492/-] [ Previous Year
Rs. 3958778/-]
- From Gujarat Industrial Development Corporation 89,154 89,154
TOTAL 89,154 31,76,646
` ` ` `
NOTE `7'
SHORT TERM PROVISIONS
Provision for Employee Benefits - -
Provisions for Audit Fees 20,000 15,000
Provision for Taxation 44,000 30,000
TOTAL 64,000 45,000
` ` ` `
NOTE '9'
LONG TERM LOANS AND ADVANCES
Unsecured Considered doubtful:
Security Deposits 1,06,842 1,06,842
Other Loans and Advances 18,33,620 18,33,620
TOTAL 19,40,462 19,40,462
` ` ` `
NOTE `10'
OTHER NON CURRENT ASSETS
Long Term Trade Receivables
Unsecured Considered Doubtful
Over Six Months 1,63,37,781 1,76,88,792
Less: Provision for Doubtful Debts 92,01,114 92,01,114
TOTAL 71,36,667 84,87,678
` ` ` `
NOTE '11'
TRADE RECEIVBLE(Unsecured & Considered Good)
Over Six Month
Good - -
Doubtful - -
Below Six Months
Good 1,16,53,178
Doubtful -
TOTAL 1,16,53,178
Particulars
Particulars
Particulars
Particulars
Particulars
March 31, 2014 March 31, 2013
March 31, 2014 March 31, 2013
March 31, 2014
March 31, 2014
March 31, 2013
March 31, 2014 March 31, 2013
March 31, 2013
` ` ` `
NOTE `12'
CASH AND BANK BALANCES
-Cash and Cash Equivalents
Balance with Banks 26,03,586 22,28,227
Cash on Hand 82,412 15,71,651
TOTAL 26,85,998 37,99,878
` ` ` `
NOTE '13'
SHORT TERM LOANS AND ADVANCES
Unsecured, Considered Good
Loans and Advances to Releted Parties - 3,75,000
Security Deposit
VAT Deposit 35,000 35,000
Other Loans and Advances 5,09,51,485 10,13,485
5,09,86,485 10,48,485
TOTAL 5,09,86,485 14,23,485
` ` ` `
NOTE '14'
OTHER CURRENT ASSETS
Advance against Materials - 90,000
TOTAL - 90,000
` ` ` `
NOTE `15'
REVENUE FROM OPERATION
Indigenous Sales
Manufactured Goods - -
Traded Goods
Vegetables 3,41,439 1176143 -
Ferrous and Non-Ferrous Metals 6,80,60,511 6,84,01,950 - 11,76,143
Export Sales
Other Operating Revenues - -
TOTAL 6,84,01,950 11,76,143
Particulars
Particulars
Particulars
Particulars
For the period As On 31/03/14 For the period As On 31/03/13
March 31, 2014 March 31, 2013
March 31, 2014 March 31, 2013
March 31, 2014 March 31, 2013
` ` ` `
NOTE `16'
OTHER INCOME
Liabilities Written Back 29,75,742 10,00,150
Share Speculation Loss - (6,434)
Profit on Derivative Activities - 1,88,334
TOTAL 29,75,742 11,82,050
` ` ` `
NOTE `17'
Cost of Trading Materials/ Shares Sold
Stock at Commencement - -
Purchase of Trading Materials/ Shares
Vegetables 2,63,673 7,66,500
Ferrous and Non Ferrous Metal 6,79,43,927 -
Freight and Octroi on Trading Materials 56,102 1,03,250
Less : Stock at Close -
TOTAL 6,82,63,703 8,69,751
` ` ` `
NOTE `18'
EMPLOYEE BENEFITS EXPENSES
Salaries, Wages, Bonus etc. 2,49,000 2,28,000
Contribution to P.F, E.S.I and Other Statutory Funds
Director's Remuneration 3,48,000 2,40,000
TOTAL 5,97,000 4,68,000
` ` ` `
NOTE `19'
OTHER EXPENSES
Office Expenses 67,906 14,431
Printing & Stationery 53,661 30,234
Postage & Telephone 1,03,507 13,000
Electricity Charges - 11,265
Conveyance Expenses 89,743 16,940
Advertisement Expenses 13,607 12,870
Bad Debts 13,51,011 6,00,958
Rent Expense 2,16,000 -
Interest on Tax 3,560 -
Bank charges & Commision 197 4,804
Listing Fees 30,503 29,376
Fairness Report Exp 56,180 -
Filing Fees 11,113 7,500
Audit Fees 20,000 15,000
CustodianFees - 7,609
Professional Fees 1,18,643 99,194
Income Tax 7,610 -
Procesing Fees to BSE 1,40,450 -
Round off (3)
TOTAL 22,83,688 8,63,181
Particulars
Particulars
Particulars
ParticularsFor the period As On 31/03/14 For the period As On 31/03/13
For the period As On 31/03/14 For the period As On 31/03/13
For the period As On 31/03/14 For the period As On 31/03/13
For the period As On 31/03/14 For the period As On 31/03/13
20. Contingent Liabilities:
Contingent Liabilities :
a. Claims against the company not
acknowledged as debt
b. Guarantees
c. Other money for which the company is
contingently liable
0
0
0
0
0
0
21. Details of Auditors’ Remuneration
Sr.
No.
Fees in respect of ….. 2013-14
Rupees
2012-13
Rupees
i) Statutory Audit 15,000 10,000
ii) Tax Audit 0 0
iii)
iv)
Taxation Matters
Others
5,000
0
5,000
0
Total 20,000 15,000
22. Sales Value in respect of each class of goods dealt with, by the Company
(Amount in Rupees)
Particulars Sales
Values
F.Y.2013-
14
Closing
Inventory
F.Y.2013-
14
Opening
Inventory
F.Y.2013-
14
Sales
Values
F.Y.2012-
13
Closing
Inventory
F.Y.2012-
13
Opening
Inventory
F.Y.2012-
13
Traded Goods
A Vegetables
B Ferrous and
Non Ferrous
Metals
3,41,439
6,80,60,511
NIL
NIL
NIL
NIL
11,76,143
NIL
NIL
NIL
NIL
NIL
Total 6,84,01,950 NIL NIL 11,76,143 NIL NIL
23. Value in regard to class of goods purchased by the Company:
Particulars Purchases
F.Y.2013-14
Purchases
F.Y.2012-13
Goods Purchased
A Vegetables
B Ferrous and Non Ferrous
Metals
3,19,775
6,79,43,928
8,69,751
NIL
Total 6,82,07,601 8,69,751
24. Calculation of Earnings Per Share (Basic - EPS)
Sr No. Particulars 2013-14 2012-13
A Net Profit / Loss attributable to Equity Share
Holders
1,87,391 1,27,261
B Avg. Number of Equity Shares 3255000 3255000
C Basic Earnings Per Share 0.06 0.04
25. Related party Disclosures:
Sr.
No.
Name of Related Parties Nature of Relationship
1 Parimal R Shah Key Management Personnel
2 Umesh Gandhi Key Management Personnel
3 Pro Leasing and Finance Limited Company in which Director is Director
Nature of transaction: Key Management Personnel/
Director
Company in which
Director is Director As on
31.03.2014
Transaction During the Year:
Remuneration (Referred
above no. 1 and 2)
348,000
-
348,000
Balance as at 31st March, 2014
Unsecured Loans:
Referred above no. 1
Short Term Advances
Referred above no. 3
10,29,921
-
-
58,560 (Cr.)
10,29,921
58,560
26. Segment Information:
Particulars Vegetables Ferrous and Non Ferrous
Metals
Total
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Sales
Less: Purchases
3,41,439
3,19,775
11,76,143
8,69,751
6,80,60,511
6,79,43,928
NIL
NIL
6,84,01,950
6,82,63,703
11,76,143
8,69,751
Segment Result 21,664 3,06,392 1,16,583 NIL 1,38,247 3,06,392
Add: Unallocated
Income
- - - - 29,75,742 11,88,484
Less: Allocated/ Un
allocated Expenses
- - - - 29,26,597 13,67,615
Net Profit - - - - 1,87,392 1,27,261
27. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value
stated if realised in the ordinary course of business. Provisions for all known liabilities are adequate
and not in excess of the amount reasonably necessary.
28. Letters seeking confirmation of balances outstanding from Banks, Debtors, Creditors and others are
not being issued. Accordingly balances as on 31St
March 2014 as appearing in books of account have
been recognised and are subject to reconciliation / adjustment if any, when the accounts of the
concerned parties are reconciled and settled.
29. The company has availed facilities under Raw Material Assistance Schema from National small
Industries Corporation (N.S.I.C.) during the year 1996. The Company has defaulted in making
payment to N.S.I.C. since the year 1997-1998. No interest has been provided in the books for the year
2013-14 on outstanding amount of Rs.1,75,07,713/- as on 01.04.2013 in absence of details.
30. The Company is “SICK” within the meaning of clause (0) of sub-section (1) of section 3 of Sick
industrial Companies ( Special Provision) Act 1985 (SICA), However as the company is Small Scale
Industry, it is not eligible for making reference to Board for Industrial Financial Reconstruction for
declaration of Company as “Sick Industrial Undertaking”.
31. Figures of the previous year have been regrouped/ rearranged/ reclassified wherever necessary to
correspond with the classification of the current period
.
As per our attached Report of even date For and on behalf of the Board
For Parikh Shah Chotalia & Associates
Chartered Accountants
s/d s/d s/d
CA. Vijay Parikh Parimal Shah Umesh Gandhi
Partner Director Director
Membership No.: 031773
F.R.N. :118493W
Place: Vadodara. Place: Vadodara
Date: 28th
August, 2014 Date: 28.08.2014
ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 8 of the Auditors’ Report of even date to the members of UTL Industries Limited (formerly known as Uni-Tubes Ltd) on the financial statement for the year ended 31st March, 2014
01.
a. The Company has maintained records showing the particulars of its fixed assets. The fixed asset register is in the process of being updated.
b. The management during the year has physically verified the fixed assets. Under the circumstances discrepancies, if any, in the fixed assets have not been ascertained.
c. As informed to us, the Company has not disposed off substantial part of its fixed
assets during the year and the going concern status of the Company is not affected.
02. In respect of the loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956 ;
a) The Company has taken short term loans from parties covered under Section 301 of
the Companies Act 1956. In respect of the said loans, the maximum outstanding at any time during the year was Rs. 11,78,578/- and the yearend balance is Rs. 10,88,481/-.
b) In our opinion and according to the information and explanations given to us, the terms and conditions of the short term loans given/ taken by the Company, are not prima facie prejudicial to the interest of the Company.
c) The principal amounts are repayable on demand and there is no repayment schedule therefore the question of overdue amounts does not arise.
03. In our opinion, and according to the information and explanations given to us, existing
internal control procedures are inadequate and not commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.
04.
a. According to the information and explanation given to us, there were no
transactions during the year that need to be entered into the register maintained under section 301 of the Act.
b. In view of clause (3) (a) above, no comments are offered with regard to transactions having been made at prices that are reasonable as compared to prevailing market price.
05. The company has not accepted any deposits from the public during the year within the meaning of Sec. 58A and 58AA of the Act and the Rules framed there under.
06. The existing internal audit system is inadequate in relation to the size of the Company and nature of its business.
07. The company has not incurred cash loss during the year ended on March 31, 2014; the
accumulated loss at the end of the financial year was more than fifty percent of the net worth of the company as at March 31, 2014.
08. The company has defaulted in repayment of its dues to National Small Industries
Corporation.
09. As informed to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares and other securities. Therefore, the provision of Clause 4(xii) of the Order is not applicable to the Company.
10. As the provision of any special statute applicable to chit fund or a nidhi fund or mutual
benefit fund / societies are not applicable to the Company, the provisions of clause 4 (xiii) of the Order is not applicable to the company.
11. According to the information and explanation given to us the Company has not given
any guarantee for loans taken by others from Bank or Financial Institutions.
12. The Company has not obtained any term loans from any bank or financial institutions during the year under review.
13. The Company has not made any preferential allotment of shares to parties and
companies covered in the register maintained under Section 301 of the Act during the year. Accordingly the provision of Clause 4(xviii) of the Order is not applicable to the Company.
14. The Company has not raised any money by public issue during the year. Accordingly,
the provision of Clause 4(xx) of the Order is not applicable to the Company.
15. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.
16. No comments are offered on Clause No 4 (ii) (a), (b), (c), 4 (viii), 4 (ix) (a) (b), 4 (xiv), 4(xvii) and 4(xix) of the Companies (Auditor's Report) Order, 2003 (CARO) as they arenot applicable to the company.
For Parikh Shah Chotalia& Associates Chartered Accountants
s/dCA Vijay Parikh
(Partner) Membership No: 031773
Date: 28th August, 2014 F.R.N: 118493W Place: Vadodara
2013-14 2012-13
` `
(A) CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/Loss Before tax as per Profit & Loss A/C 2,31,390 1,57,261
ADJUSTMENTS FOR :
Depreciation 0 0
Interest paid 0 0
Interest Income 0 0
Sale of Fixed Assets 0 0Operating Profit Before Working 2,31,390 1,57,261
Capital Changes and Extraordinary Items
ADJUSTMENTS FOR :
Trade Recievables -1,16,53,178 5,28,584
Short Term Loans and Advance -4,95,63,000 -14,23,485
Other Current Assets 90,000 -90,000
Other Non Current Assets 13,51,011 0
Short Term Borrowings -75,097 -8,71,286
Creditors 6,16,79,475 60,350
Other Current Liabilities -30,87,492 0
Short Term Provision 19,000 30,000Cash Generated From Operations -12,39,281 -17,65,837
Interest paid 0 0
Cash Flow Before Extraordinary Items -10,07,890 -16,08,576
Extraordinery Items
Deferred Tax Liability 0 0
Taxation 44,000 30,000Net Cash From Operating Activities ( A ) -10,51,890 -16,38,576
(B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed assets 61,990 0
Interest Income 0 0
Sale of Fixed Assets 0
NET USED IN INVESTING ACTIVITIES ( B ) 61,990 0
(C) CASH FLOW FROM FINANCING ACTIVITIES
Long Term Loans and Advances 0 0
Borrowings 17,49,850
Share Capital 0 0
NET CASH FROM FINANCING ACTIVITIES ( C ) 0 17,49,850
NET CHANGES IN CASH AND CASH EQUIVALENT(A+B+C) -11,13,880 1,11,274
Cash and Cash Equivalents (Opening) 37,99,878 36,88,604
Cash & Cash Equivalents (Closing) 26,85,998 37,99,878
UTL INDUSTRIES LTD.
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014
PARTICULARS
(FORMERLY KNOWN AS UNI TUBES LTD.)
Book-Post
If undelivered to:
Registerd office:
UTL INDUSTRIES LIMITED 607, WORLD TRADE CENTRE,
SAYAJIGUNJ, VADODARA – 390 005. (GUJARAT)
To,
NOTICE NOTICE IS HEREBY given that the 25th ANNUAL GENERAL MEETING of the Members of UTL INDUSTRIES LIMITED will be held at the Registered office of the Company at 607 World Trade Centre, Sayajigunj, Vadodara Gujarat INDIA 390005 on 30th September,2014 at 11.00 AM to transact the following business; ORDINARY BUSINESS
1. To receive, consider and adopt the Financial Statement of the Company for the financial year ended on 31st March, 2014, including the audited Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Umesh Gandhi (DIN- 01894891) who retires by
rotation and being eligible, offers herself for reappointment.
3. To re-appoint Auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM and to fix their remuneration, and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendations of the Audit Committee, M/s. Parikh Shah Chotalia & Associates (FRN 118493W), be and are hereby re-appointed as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM on such remuneration as may be mutually agreed upon between the auditors and Chairman of the Company and in addition the said auditors be entitled to out of pocket, traveling and living expenses to be incurred in connection with audit work of the Company.”
SPECIAL BUSINESS
4. To consider and, if thought fit, to pass, with or without modification(s), the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Shaileshchandra Naik (DIN: 00892216), and whose term expires at
this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (three) consecutive years for a term up to March 31, 2019, not liable to retire by rotation.”
5. To consider and, if thought fit, to pass, with or without modification(s), the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Dilipbhai Gajjar (DIN: 02002777), and and whose term expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (three) consecutive years for a term up to March 31, 2019, not liable to retire by rotation.”
By order of the Board of Directors For UTL Industries Limited
SD/-
(Parimal Shah) Chairman & Managing Director
Place : VADODARA Date : 29th August,2014 Regd. Office: 607 World Trade Centre, Sayajigunj, Vadodara Gujarat INDIA 390005
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A MEMBER.
2. Proxies should be deposited at the registered office of the Company not less than 48 hoursbefore the commencement of the meeting.
3. A person can act as a proxy on behalf of members not exceeding 50 and holding in theaggregate not more than 10% of the total share capital of the Company carrying votingrights. A member holding more than 10% of the total share capital of the Company mayappoint a single person as proxy and such person shall not act as a proxy for any othershareholder.
4. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the SpecialBusiness to be transacted at the Meeting is annexed hereto.
5. Members desirous of getting any information about the accounts and operations of thecompany are requested to send their query addressed to the Compliance Officer at theRegistered Office at least 7 days before the date of the meeting to enable the Managementto keep the information readily available at the meeting.
6. As per the requirement of the clause 54 of the Listing Agreement the Company is updatinginformation on its website utlindustries.com. This portal contains along with businessinformation, quarterly unaudited results, Annual Report containing Notice, DirectorsReport, Auditors Report, Balance sheet and Profit & Loss Account, quarterly shareholdingpattern, contact detail of the Compliance Officer for communicating investor grievances.
7. Member are requested to :a) Notify immediately any change in their residential address.b) Quote the Registered Folio Number in every correspondence with the Company.c) Bring their copies of the Annual Reports along with the duly filled in attendance slip at
the meeting.
8. The Register of Members and share transfer books of the Company will remain closed from24/09/2014 TO 30/09/2014 (both days inclusive) for the purpose of the Annual GeneralMeeting.
9. As per the Circular of the Ministry of Corporate Affairs of “Green Initiative in CorporateGovernance” (Circular No. 17/2011 dated 21-04-2011 and Circular No. 18/2011 dated29/04/2011) allowing paperless compliances by Companies through electronic mode,companies are now permitted to send various notices/ documents to its shareholdersthrough electronic mode to the registered e-mail addresses of shareholders. Members arerequested to register their email id with the Company.
10. The Company has appointed M/s. Purva Sharegistry India Pvt. Ltd., MUMBAI as itsRegistrar and Share Transfer Agent for rendering the entire range of services to theShareholders of the Company. Accordingly, all documents related to transfers, dematrequests, change of address intimations and other communications in relation thereto withrespect to shares in electronic and physical form should be addressed to the Registrarsdirectly at their following address quoting folio no., full name and name of the Company asUnit: UTL Industries Ltd.
PURVA SHAREGISTRY (INDIA) PVT.LTD., 9, SHIV SHAKTI IND. ESTATE, J.R.BORICHA MARG, OPP. KASTURBA HOSPITAL, LOWER PAREL(E), MUMBAI-400011 Phone : 022 – 23018261 / 23016761 Email : [email protected] / [email protected]
Voting through electronic means The Company is pleased to provide e-Voting facility to enable the Members to cast their votes electronically, in compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. Necessary arrangements have been made by the Company with CDSL to facilitate e-Voting. The instructions and manner for availing e-Voting facility are as under.
The instructions for members for voting electronically are as under:-
In case of members receiving e-mail:
(i) Log on to the e-voting website www.evotingindia.com
(ii) Click on “Shareholders” tab.
(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered
with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com
and voted on an earlier voting of any company, then your existing password is to be
used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the
Company/Depository Participant are requested to use the first two
letters of their name and the last 8 digits of the demat account/folio
number in the PAN field.
In case the folio number is less than 8 digits enter the applicable
number of 0’s before the number after the first two characters of the
name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio
number 100 then enter RA00000100 in the PAN field.
DOB# Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format.
Dividend
Bank
Details#
Enter the Dividend Bank Details as recorded in your demat account or in the
company records for the said demat account or folio.
Please enter the DOB or Dividend Bank Details in order to login. If the
details are not recorded with the depository or company please enter
the number of shares held by you as on the cut off date in the
Dividend Bank details field.
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then reach directly the Company selection
screen. However, members holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily enter their login password in
the new password field. Kindly note that this password is to be also used by the demat
holders for voting for resolutions of any other company on which they are eligible to
vote, provided that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost care
to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting
on the resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else
to change your vote, click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify
your vote.
(xvi) You can also take out print of the voting done by you by clicking on “Click here to print”
option on the Voting page.
(xvii) If Demat account holder has forgotten the changed password then Enter the User ID
and the image verification code and click on Forgot Password & enter the details as
prompted by the system.
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log
on to https://www.evotingindia.co.in and register themselves as Corporates.
They should submit a scanned copy of the Registration Form bearing the stamp and sign
of the entity to [email protected].
After receiving the login details they have to create a user who would be able to link the
account(s) which they wish to vote on.
The list of accounts should be mailed to [email protected] and on
approval of the accounts they would be able to cast their vote.
They should upload a scanned copy of the Board Resolution and Power of Attorney
(POA) which they have issued in favour of the Custodian, if any, in PDF format in the
system for the scrutinizer to verify the same.
In case of members receiving the physical copy:
(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.
(B) The voting period begins on <Date and Time> and ends on <Date and Time>. During this
period shareholders’ of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date (record date) of <Record Date>, may cast
their vote electronically. The e-voting module shall be disabled by CDSL for voting
thereafter.
(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in
under help section or write an email to [email protected].
Please note that:
1. The voting period begins on 24th September, 2014 at 9 o clock and ends on 26th
Sept, 2014 at 6 o clock. During this period, shareholders of the Company, holdingshares either in physical form or in dematerialized form, as on the cut-off datewhich is 30th August, 2014, may cast their vote electronically. The voting rights ofshareholders shall be in proportion to their shares in the paid-up equity sharecapital of the Company as on this cut-off date. The e-voting module shall bedisabled by CDSL for voting after 26 September 2014 at 6 o’clock.
2. In case you have any queries or issues regarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available atwww.evotingindia.co.in under help section or write an email [email protected].
3. Mr. Jatin Kapadia, Practising Company Secretary (Membership No. ACS 26725), having his office at D/22 Satllite app. Jodhpur Xrd, Sateellite, Ahmedabad-14, has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
4. The Scrutinizer shall within a period of not exceeding three (3) working daysfrom the conclusion of the e-voting period, unblock the votes in the presence ofat least two witnesses not in employment of the Company and forward hisreport of the votes cast in favour or against, to the Chairman or to any Directoror Officer who may be authorized by the Chairman for this purpose.
5. The Results shall be declared on or after the Annual General Meeting (AGM). TheResults declared along with the Scrutinizer’s Report shall be placed on theCompany’s website utlindustries.com and on the website of CDSL within two (2)days of passing of the resolutions at the AGM of the Company andcommunicated to the Stock Exchanges.
EXPLANATORY STATEMENT [Pursuant to Section 102 of the Companies Act, 2013]
ITEM NO. 4 & 5
Mr. Shaileshchandra Naik and Mr. Dilipbhai Gajjar are Independent Directors of the Company
and have held the positions as such for more than 3 (three) years.
The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing
Agreement inter alia stipulating the conditions for the appointment of independent directors by
a listed company.
It is proposed to appoint Mr. Shaileshchandra Naik and Mr. Dilipbhai Gajjar as Independent
Directors under Section 149 of the Act and Clause 49 of the Listing Agreement to hold office for
5 (five) consecutive years for a term up to 5 (five) consecutive years for a term up to March 31,
2019.
Mr. Shaileshchandra Naik and Mr. Dilipbhai Gajjar are not disqualified from being appointed as
Directors in terms of Section 164 of the Act and have given their consent to act as Directors.
The Company has received notices in writing from members alongwith the deposit of requisite
amount under Section 160 of the Act proposing the candidatures of each of Mr.
Shaileshchandra Naik and Mr. Dilipbhai Gajjar for the office of Directors of the Company.
The Company has also received declarations from Mr. Shaileshchandra Naik and Mr. Dilipbhai
Gajjar that they meet with the criteria of independence as prescribed both under sub-section
(6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.
In the opinion of the Board, Mr. Shaileshchandra Naik and Mr. Dilipbhai Gajjar fulfill the
conditions for appointment as Independent Directors as specified in the Act and the Listing
Agreement.
Brief resume of Mr. Shaileshchandra Naik and Mr. Dilipbhai Gajjar, nature of their expertise in
specific functional areas and names of companies in which they hold directorships and
memberships / chairmanships of Board Committees, shareholding and relationships between
directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, are provided in the Corporate Governance Report forming part of the Annual
Report.
Copy of the draft letters for respective appointments of Mr. Shaileshchandra Naik and Mr.
Dilipbhai Gajjar as Independent Directors setting out the terms and conditions are available for
inspection by members at the Registered Office of the Company.
This Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Mr. Shaileshchandra Naik and Mr. Dilipbhai Gajjar are interested in the resolutions set out
respectively at Item Nos. 4 and 5 of the Notice with regard to their respective appointments.
Save and except the above, none of the other Directors / Key Managerial Personnel of the
Company / their relatives are, in any way, concerned or interested, financially or otherwise, in
these resolutions.
The Board commends the Ordinary Resolutions set out at Item Nos. 4 and 5 of the Notice for
approval by the shareholders.
UTL INDUSTRIES LIMITEDRegd. Office : 607, WORLD TRADE CENTERSAYAJIGUNJ VADODARA - 5
A T T E N D A N C E S L I P
ANNUAL GENERAL MEETING 30th September, 2014
I hereby record my presence at ANNUAL GENERAL MEETING of the Company at 607, WORLD TRADE CENTRESAYAJIGUNJ VADODARA on ,30th September, 2014 at 11 a.m.. Folio No____________ DP ID*_______________ Client ID*____________ No. of Shares held _____________ Full name of the Shareholder/Proxy(in block Letter)
Signature______________________ Note: Shareholders attending the meeting in person or by Proxy are requested to complete the attendance slip and hand over at the entrance of the hall.
---------------------------------------------------------------TEAR – HERE ----------------------------------------------
UTL INDUSTRIES LIMITED Regd. Office : 607, WORLD TRADE CENTERSAYAJIGUNJ VADODARA - 5 . PROXY FORM Folio No____________ DP ID*_______________ Client ID*____________ I/We _____________________________of ______________________________ in the district of _______________being a members(s) of the above named Company, hereby Appoint ___________________________of _______________________ in the District of _________________ or failinghimof ______________________in thedistrict of _____________________as my/our proxy to vote for me/us on my/ourbehalf at ANNUAL GENERAL
MEETING of the Company at 607 WORLD TRADE CENTRESAYAJIGUNJ VADODARA on 30th September, 2014 at 11.00 a.m. and at anyadjournment thereof.
Signed this ________________date of __________2014 Signature______________________ Note: 1. The proxy need not be a member.
The Proxy Form duly signed across revenue stamp should be deposited at the Registered Office of the Company not later than 48 hours
Rs. 1/-
RevenueStam
p
Book-Post
If undelivered to:
Registerd office:
UTL INDUSTRIES LIMITED 607, WORLD TRADE CENTRE,
SAYAJIGUNJ, VADODARA – 390 005. (GUJARAT)
To,