DIRECTORS' REPORT Dear Members, The Board of Directors hereby submits the report of business and operation of your Company (UTL Industries Limited), along with audited financial statement for year ended March 31, 2016 OPERATIONS & STRATEGIC PLANNING: During the year under review, your company was engaged only in trading activities of Ferrous and Non Ferrous Metals. Due to the paucity of the working capital requirement the company could not undertake the manufacturing activities. During the year under reviewed, the Company has incurred loss of Rs. 7.89 Lacs compared with previous year of Rs. 13.19 Lacs. Further, total loss carried to Balance Sheet is Rs. 161.14 Lacs compared to previous year Rs. 153.25 Lacs. FUTURE BUSINESS PROSPECTS: The business activity is largely influenced by several external factors including the international financial markets. During the year the international financial markets has remained sub-due and many times stagnant. It is therefore a note of caution to jump into the financial commitments. DIVIDEND: Due to loss, the Board of Directors of the Company has not recommended any Dividend. TRANSFER TO RESERVES: The Company has not transferred any amount to reserves. DEPOSITS: The Company has not accepted any deposits during the year under reviewed. SUBSIDIARY COMPANY: As on March 31, 2016, your Company has no Subsidiary. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL: Mr. Umesh Gandhi (Din 01894891) will be retiring by the rotation at ensuing annual general meeting of the members of the company. Further, Mr. Gandhi has showing unwillingness for re-appoint himself. As envisaged by the provisions of section 149 (6) read with companies (Appointment and Qualification of Director) Rules, 2014, The board based on nomination and remuneration committee's recommendation, had appointed Mr. Shaileshchandra Naik (DIN. 00892216) and Mr. Dilipbhai Gajjar (DIN. 02002777) as independent directors to hold office as such for five years upto 31st March ,2019 and approved by the members at their Annual General Meeting held on 30th September 2014. The said independent directors will not be liable to retire by rotation. During the Year under reviewed, Mr. Bhavik Vasantbhai Patel has been appointed as Executive Director of the Company w.e.f. 10th May, 2016 subject to approval of the Members of the Company. Further, Miss. Pintuben Sanjive Shah and Mr. Samir Dineshkumar Vora have been appointed as independent Directors of the Company w.e.f. 25th May, 2016. During the Year under reviewed, Mr. Dilip Gajjar has resigned from the office of Director w.e.f. 25th April, 2016. Moreover, Ms. Sejal Dholkiya also resigned from the office of Director w.e.f. 25th April, 2016. The Board of Directors of the Company has appreciated from their valuable time given to the Company and their Co-operation. In terms of the provision of section 196,197 read with scheduled V of companies Act, 2013 read with companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Parimal R Shah (DIN 00569489) has been holding the office as whole time director designated as Managing Director effective from 01St October, 2014. The board of directors by placing the special resolution recommends the approval the terms and conditions of appointment and the payment of remuneration as permissible under the companies Act, 2013. Mr. Bhavik Vasantbhai Patel has appointed as Executive Director and Chief Financial Controller of the Company w.e.f. 10th May, 2016 DECLARATION BY INDEPENDENT DIRECTORS The Bank has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), that they meet the criteria of independence laid down in the Companies Act, 2013 and Listing Regulations. NUMBER OF MEETINGS OF THE BOARD: Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. The Board met five (5) times during FY 2015-16 viz. 30th May, 2015, 28th June, 2015, 14th August, 2015, 10th November, 2015, 13rd February, 2016 CORPORATE SOCIAL RESPONSIBILITY: Section 135 of the Companies Act, 2013 is not applicable. CORPORATE GOVERNANCE: As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance is not application to the Company. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All related party transactions that were entered during the financial year were in the ordinary Course of the business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee for approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is www.utlindustries.com. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively. VIGIL MECHANISM: The Company has put in place a 'Whistle Blower Policy' in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement entered with the Stock Exchanges, the Companies Act, 2013, other applicable laws and in accordance with principles of good corporate governance. LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES: Pursuant to Section 186(11) of the Companies Act, 2013, guarantees given by company in the ordinary course of its business are exempted from disclosure requirements under Section 134(3)(g) of the Companies Act, 2013. AUDITORS: a) Statutory Auditors M/s Parikh Shah Chotalia & Associates, Chartered Accountants (FRN 118493W) appointed as the Statutory Auditors by the members at the 25th Annual General Meeting of the Company to hold office till the conclusion of the 26th annual general meeting. They have expressed their unwillingness to get reappointed as the statutory auditor of the Company. Moreover, the Company has received consent letter from M/s Shirish Desai & Co., Chartered Accountants, and also has furnished a certificate of their eligibility and consent under section 141 of the companies act 2013, the necessary resolution for the appointment Statutory Auditors is placed before you for transaction. The resolution to appoint the statutory auditors upto subsequent General Meeting is placed for your necessary approval. The auditors' report for the year ended 31st March,2015 are free from any qualifications , reservation or adverse remarks and hence do not call for any additional explanations or comments by the board. b) Report Secretarial Auditors and Secretarial Audit Pursuant to Section 204 of the Companies Act, 2013, your Company had appointed Jatin Kapadia, Practicing Company Secretaries, as its Secretarial Auditors to conduct the secretarial audit of the Company for 2015-16. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for FY 2015-16 is annexed to this report as Annexure 2. There is Audit Qualifications in the Statutory Auditors Report and in the Secretarial Audit Report as annexed elsewhere in this Annual Report: The company has a business finance controller, who is discharging a function of chief financial officer. However, the company has appointed the chief Financial officer with effect from 10th May, 2016. The Company has endeavored to appoint company secretary to guide the corporate affairs; Ordinarily the company has complied with the Listing requirements/Regulation from time to time. The statutory filings under company's act 2013 were affected with additional fees and now the filings are updated. The Company has not appointed Company Secretary as the Company is in the process of appointment of Company Secretary. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY: There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2016 and the date of the Directors' report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS: During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Bank's operation in future. REMUNERATION POLICY: The company has adopted a remuneration policy of directors and senior management personnel, detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification. The policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract , retain , and motivate the directors of the quality require to run the company successfully ; (b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploaded on the company's website www.utlindustries.com PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: Rule 5(1) (i) and (ii) the ratio and percentage increase of remuneration of the directors and employees: The Detailed particulars of employee is available on the website of the company. REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT: Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with 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 purpose adequate measures are taken. TECHNOLOGY ABSORPTIONS: Your company continues to use adequate technological application in the operation of the company. EXTRACTS OF ANNUAL RETURN: Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure 1. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that: i) That in the preparation of the annual accounts for the financial year ended 31st March 2016, the applicable accounting standards have been followed and that there were no material departures; ii) That the Directors had 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 the affairs of the company at the end of the financial 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 of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity; iv) That the Directors have prepared the annual accounts for the year ended 31st March 2016 on a "going concern basis."; v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively. EVALUATION OF THE BOARD'S PERFORMANCE: The board has carried out an evaluation of its own performance and that of its directors individually and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report. The company has also devised a policy on board diversity detailing the functional, strategic and structural diversity of the board. PUBLIC DEPOSITS: The company has not accepted any deposit from the public within the meaning of section 73 to 76 of the companies' act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 for the year ended 31st March, 2016 ACKNOWLEDGEMENT: Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support. By order of the Board of Directors, PARIMAL R SHAH Chairman& Managing Director Place: Vadodara Date: 30th May, 2016 |