Directors Report of UTL Industries Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their Thirty Fifth Annual Report together with the Audited Financial
Statements for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

(Rs in lakhs)

Particulars	Current year (31¬ 03-2024)	Previous year (31¬ 03-2023)
Total Revenue	9.04	7.29
Net Profit Before Tax	(22.63)	(9.73)
Less: Current Tax	--	--
Earlier years'' Tax Adjustments	--	--
Deferred Tax	0.05	(0.05)
Net Profit / (Loss) After Tax	(22.68)	(9.68)

OPERATIONS & STRATEGIC PLANNING:

During the financial year 2023-24, revenue from operations including other income is 9.04 Lakhs as against 7.29
Lakhs in the previous year. During the year under review, there was a decline in the profits of the Company as a
few projects were completed in the previous year. The Company is discussing new projects for continuity of
business, which ensures profits for the coming years.

The Company has ventured into a new business of bulk SMS during the period under review. The company has
already gained profits and expects to gain more from this new venture.

DIVIDEND:

The Board of Directors of the Company has not recommended any dividend during the financial year 2023-24.
WEBLINK OF ANNUAL RETURN:

As required under the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory
modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 will
be displayed on the website of the Company URL: http://utlindustries.com

SHARE CAPITAL:

During the year under review, there is no change in the Issued, Subscribed and Fully paid-up equity share capital
of the Company. The paid-up equity share capital as at 31^st March, 2024 stood at Rs.3, 29, 55,000 /- (Rupees
Three Crores Twenty Nine Lakh Fifty Five Thousand only).

TRANSFER TO RESERVE:

The Company has not transferred any amount to reserves.

SUBSIDIARY AND ASSOCIATES COMPANY:

As on 31^st March 2024, the Company does not have subsidiary, associate company and Joint Ventures Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Hitesh Shah (DIN
0176688), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment.

Your Board recommends re-appointment of Mr. Hitesh Shah (DIN 0176688) retiring at the forthcoming AGM of
Company in terms Section 152 of the Act, who in opinion of the Board fulfills the conditions for reappointment
specified in the Act and rules made thereunder.

KEY MANAGERIAL PERSONNEL:

1. Mr. Paras Jain (DIN: 10293593), Managing Director

2. Mr. Hitesh Shah (DIN 0176688), Executive Director and Chief Financial Officer

3. Ms. Manshi Gandhi, Company Secretary and Compliance Officer

The above are the Key Managerial Personnel of your Company in accordance with the provisions of Section
2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

The brief resume and other information/details of Directors seeking appointment/re-appointment, as required
under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Secretarial Standard on General Meetings (SS-2) are given in the Notice of the ensuing Annual General Meeting,
which is being sent to the shareholders along with Annual Report.

Further during the financial year 2023-24 following changes have taken place,

Sr. No.	Name of Director	Designation	Date	Event
01	Ms. Urvi Kadakia	Company Secretary	22.06.2023	Cessation
02	Ms. Manshi Gandhi	Company Secretary	22.08.2023	Appointment
03	Mr. Bhavik Patel	Director and CFO	24.05.2023	Cessation
04	Mr. Hitesh Shah	Additional Director and CFO	26.06.2023	Appointment
05	Mr. Pravink k Naik	Director	30.06.2023	Change in Designation
06	Mr. Paras Jain	Additional Director	25.08.2023	Appointment
07	Mr. Paras Jain	Managing Director	22.09.2023	Change in Designation
08	Mr. Hitesh Shah	Executive Director	22.09.2023	Change in Designation
09	Mr. Joy Chhikniwala	Independent Director	22.09.2023	Re-appointment

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors confirming that
they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013
along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and also
that they have registered themselves with the Independent Director''s database maintained by the
Indian Institute of Corporate Affairs (IICA) in terms of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014. There has been no change in the circumstances affecting their
status as independent directors of the Company.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Annual Evaluation of all Board members is done annually. The evaluation is done by the Board, Nomination &
Remuneration Committee and Independent Directors with specific focus on the performance and effective
functioning of the Board and individual Directors.

Criteria for evaluation of Board as a whole includes frequency, length, transparency, flow of information,
administration and disclosure of Board meetings held.

Individual Director can be evaluated on the basis of their ability to contribute good governance practices, to
address top management issues, long term strategic planning, individually time spent, attendance &
membership in other committees, core competencies and obligation & fiduciary responsibilities etc.

NUMBER OF MEETINGS OF THE BOARD:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other
businesses. The Board met Eight (8) times during the financial year 2023-2024 as per following,

1. 24.05.2023

2. 30.06.2023

3. 17.07.2023

4. 22.08.2023

5. 25.08.2023

6. 09.11.2023

7. 24.01.2024

8. 29.02.2024

AUDIT COMMITTEE

During the F.Y. 2023-24, the committee consisted of Independent Directors of the Company viz Mr. Jatin Patel
(Chairman), Joy Chhikniwala (Member) and Samir Vora (Member) of the Audit Committee. As per Section 177(8)
of the Companies Act, 2013, as amended from time to time, the Board has accepted all the recommendations of
the Audit Committee during the F.Y. 2023-24. Audit Committee met 04 times during the year as per following,

1. 24.05.2023

2. 17.07.2023

3. 09.11.2023

4. 24.01.2024.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

CORPORATE GOVERNANCE:

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the
Corporate Governance is not applicable to the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SECTION 188 OF THE
COMPANIES ACT, 2013:

During the F.Y. 2023-24, the Company has not entered into transactions with related parties as defined under
Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014,
all of which were in the ordinary course of business and on arm''s length basis and in accordance with the
provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations.
Further, there were no transactions with related parties which qualify as material transactions under the Listing
Regulations.

INTERNAL FINANCIAL CONROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statements. The Board
has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company''s policies, the safe guarding of its assets, the prevention and detection of fraud, error
reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of
reliable financial disclosures.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the
Company. During the year, the Internal Auditor of the Company were assigned the responsibility for ensuring
and reviewing the adequacy of legal compliance systems in the Company as required under the Companies Act,
2013. Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non¬
compliance with laws applicable to the Company was reported to the Company.

VIGIL MECHANISM:

The Company has adopted Vigil Mechanism which was approved and adopted by the Board of Directors of the
Company and has been amended from time to time considering the new requirements / amendments in the
Regulations. The said policy provides a formal mechanism for all Directors and employees of the Company to
approach Chairman of the Audit Committee of the Company and make protective disclosures about the
unethical behavior, actual or suspected fraud and violation of the Company''s Code of Conduct and Business
Ethics. Under the Policy, each Director / employee of the Company has an assured access to the Chairman of the
Audit Committee.

Further, SEBI vide its notification dated 31^st December, 2018, has amended the provisions under the SEBI
(Prohibition of Insider Trading) Regulations, 2015, by issuance of SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, which came into effect from 1st April, 2019, which inter alia, provides for the
"Written Policies and Procedures" for inquiry in case of leak of unpublished price sensitive information ("UPSI")
or suspected leak of UPSI and to have a "Whistle Blower Policy" and to make Directors and employees aware of
such policy to enable them to report instances of leak of UPSI.

Pursuant to above and in order to effect the amendments as notified by SEBI, for time to time, in the above
Regulations, the Board of Directors of the Company has approved and adopted the revised "Vigil Mechanism /
Whistle Blower Policy".

LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES:

During the financial year 2023-24 Company has not given any loan, guarantee or investment to any other
corporate as per the provision of section 186 of the Companies Act, 2013.

AUDITORS:

A) Statutory Auditors:

They will be re-appointed for the period of two years from the conclusion of this 35^th AGM to Conclusion
of 37^th AGM by the shareholders in this Annual General Meeting.

The Company at on 30^th September, 2019 was appointed M/s SDT & Co., Chartered Accountants, having
Firm''s Registration No: 112226W, as Statutory Auditors of the Company to hold office for a period of
Five (5) years till the conclusion of 35^th Annual General Meeting. The Company has obtained necessary
certificate under Section 141 of the Act conveying their eligibility for being the Statutory Auditors of the
Company for the year 2022-23.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are
self explanatory and do not contain any qualification, reservation or adverse remark or disclaimer. Also,
no offence of fraud was reported by the Auditors of the Company under Section 143 (12) of the Act.

B) Internal Auditors:

Pursuant to section 138 of Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules
2014, and other applicable provisions your Company had appointed M/s Divyang Parikh & Co. as the
Internal Auditor of the Company.

C) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, your Company had appointed Mohd Daraz
Khan, Proprietor of MD Khan & Associates, Practicing Company Secretaries Vadodara to carry out
secretarial audit for the financial year 2023-24. The Company has provided all assistance and facilities to
the Secretarial Auditor for conducting their Audit. The secretarial audit report for the financial year
2023-24 is annexed to this report as Annexure 2. The Secretarial Auditors report does not contain any
qualification, reservation or adverse remark and is self - explanatory and thus does not require any
further clarification/comments.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments between the end of the financial year of the Company to
which the Financial Statements relates and date of Directors'' Report affecting the financial position of the
Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are no significant and material orders passed by the Regulators, Courts or
Tribunals that would impact the going concern status of the Company and its future operations.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain Cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Secretarial Standard as applicable to the Company were followed and complied with during the F.Y. 2023-24.
REMUNERATION POLICY

The Company has adopted a remuneration policy of Directors and Senior Management Personnel, detailing inter
alia the procedure for Director''s 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.

PREVENTION OF INSIDER TRADING

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed.
The Board is responsible for implementation of the code. All Directors and the designated employees have
confirmed compliance with the code.

LISTING REGULATION COMPLIANCE

The Company''s equity shares are listed on BSE Limited (BSE). The Company has paid annual listing fees to the
Stock Exchange for the financial year 2023-24. The shares of the Company are actively traded on BSE and have
not been suspended from trading.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015, disclosures relating to Sexual
Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 are given as below:

Sr. No.	Particulars	Number of complaints
1	Number of complaints filed during the financial year 2023-24	NIL
2	Number of complaints disposed off during the financial year 2023-24	NIL
3	Number of complaints pending as on 31.03.2024	NIL

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.

FOREIGN EXCHANGE EARNING AND OUTGO:

There is no foreign exchange earnings and outgo during the financial year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has not transferred any amount to the Investor Education and
Protection Fund (IEPF) Authority of the Central Government of India.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

The table containing the names and other particulars of ratio of Directors'' Remuneration to Median Employee''s
Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as
Annexure-2.

No employee comes under the specified remuneration limit mentioned under Section 197(12) read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PUBLIC DEPOSITS:

Company has not accepted any public deposits within the meaning of Sections 73 to 76 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. As such no amount
on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. The
Company has not accepted any deposits during the year under review.

EXTRACT OF ANNUAL RETURN:

As required under sub-section 3(a) of Section 134 and Sub Section (3) of Section 92 of the Companies Act, 2013,
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual
Return in form MGT-9 as at 31^st March, 2024 forms part of this report as Annexure-A.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors''
Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm:

i. That in the preparation of the annual accounts for the financial year ended 31^st March 2024, 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 31^st March 2024 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.

CHANGE IN THE NATURE OF BUSINESS

There is no change of Business during the year under review.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016)
DURING THE YEAR UNDER REVIEW: NOT APPLICABLE

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS: NOT APPLICABLE

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items since there were
no transactions in these matters and/or they are not applicable to the Company
During the Year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under ESOS.

• No significant or material order were passed by Regulators/ Court / tribunal which would impact the going
concern status of the company

• No fraud has been reported by the Auditors to the Audit Committee or the Board
APPRECIATION & ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank Company''s employees for their dedicated service and firm
commitment to the goals & vision of the Company. Your Directors take this opportunity to thank our customers
for their continued loyalty with our products which has resulted in the Company''s extraordinary success in
industry even in these unprecedented times. The Board also wishes to place on record its sincere appreciation
for the wholehearted support received from the shareholders, investors and bankers. Further we would also like
to acknowledge the support and assistance extended by the Regulatory Authorities such as SEBI, Stock
Exchanges and other Central & State Government authorities and agencies, Auditors, Registrars, Legal Advisors
and other consultants. We look forward to continued support of all them in future as well.

By order of the Board of Directors,

Mr. Paras Jain
Managing Director
DIN:10293593
Place: Vadodara
Date: 24^th May, 2024

---

Mar 31, 2018

DIRECTORS'' REPORT

TO

THE MEMBERS,

M/S UTL INDUSTRIES LIMITED

Your Directors have pleasure in presenting their Twenty Ninth Annual Report together with the Audited Accounts for the year ended 31st March, 2018.

SUMMARY OF FINANCIAL PERFORMANCE

		(Rs. in lacs)
Particulars	Current year (31-03-2018)	Previous year (31-03-2017)
Profit/(Loss) before tax	148.53	78.22
Less: Provision for Taxation	0.00	0.00
Current Tax	39.50	15.47
Deferred Tax	0.01	0.00
Relating to earlier years	2.13	0.00
Profit/(Loss) after tax	106.89	62.75
Add: Balance brought forward from last year	(85.81)	(161.14)
Add : Transfer in Other Reserve	-	12.58
Surplus available for appropriation	21.08	(85.81)
Less: Appropriations	0.00	0.00
Dividend on Equity Shares	0.00	0.00
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
Profit / (Loss) carried to Balance Sheet	21.08	(85.81)

Your Company has adopted Indian Accounting Standards (Ind AS). Accordingly, the financial statements for the year ended 31st March, 2018 have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. Previous year figures have been restated as per Ind AS to make them comparable.

OPERATIONS & STRATEGIC PLANNING:

During the year under review, your company was engaged in construction activities. During the year under review, the Company has gained profit after activities of Rs. 106.89 lacs compared with previous year profit of Rs. 62.75 lacs. Further, total Reserves carried to Balance Sheet is Rs. 21.08 lacs compared to previous year negative reserve of Rs. 85.81.

The performance of your Company marked a notable improvement during the year under review. This sets an upswing trend on your Company''s year-on-year performance. Overall, the improved performance can be attributed to the strategic initiatives taken by the Company, interalia, for meeting and anticipating customer needs timely, improving operational efficiencies with the end-goals of delivering products of highest quality at competitive costs.

FUTURE BUSINESS PROSPECTS:

Your directors are making all their efforts and confident of better performance for the following financial year 2018-2019. The Company is in the process of strategic expansion and diversification aiming at exponential growth for long term sustainability/viability in the competitive market environment. The business activities are largely influenced by several external factors including the international financial markets. During the year the international financial markets has remained sub dude and many times stagnant. It is therefore a note of caution to jump into the financial commitments.

DIVIDEND:

After considering the Company'' profitability, free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Rs. 0.05/- per equity share efface value of Rs. 1/- each for the financial year ended 31st March, 2018. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of Rs. 16.48 lakhs excluding Tax on Dividend and surcharge/education cess thereon, as applicable.

SHARE CAPITAL:

During the year under review, there is no change in the Issued, Subscribed and Fully paid-up equity share capital of the Company. The paid up equity share capital as at 31st March, 2018 stood at Rs.3,29,55,000 /- (Rupees Three Crores Twenty Nine Lakh Fifty Five Thousand only).

TRANSFER TO RESERVE:

The Company has not transferred any amount to reserves.

SUBSIDIARY AND ASSOCIATES COMPANY:

As on 31st March 2018, your Company has no subsidiary, associates company and joint ventures company.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Bhavik Vasantbhai Patel (DIN 07521766), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

Mr. Shaileshchandra Nanubhai Naik (DIN 00892216), Director of the Company has resigned from the Board of Directors of the Company with effect from 31st August, 2018. The Board of Directors of the Company has appreciated for their co-operation and valuable time given to the Company.

Mr. Joy Kanaiyalal Chhikniwala (DIN: 08210813) has been appointed as an Additional Director of the Company with effect from 31st August, 2018 pursuant to Sections 149 and 161 of the Companies Act, 2013, read with the rules framed thereunder and Articles of Association of the Company and holds the office upto the date of the ensuing Annual General Meeting. Mr. Joy Kanaiyalal Chhikniwala is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr. Joy Kanaiyalal Chhikniwala for the office of Director of the Company. The Nomination and Remuneration Committee has recommended the appointment of Mr. Joy Kanaiyalal Chhikniwala as an Independent non-executive Director, not liable to retire by rotation. The Board recommends the appointment of Mr. Joy Kanaiyalal Chhikniwala as

Independent Non-Executive Director, not being liable to retire by rotation for a period of five (5) years commencing from 31st August, 2018 to 30th August, 2023, for the consideration of the members of the Company at the ensuing Annual General Meeting.

The brief resume and other information/details of Directors seeking appointment/re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

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 1st October, 2014.

During the year there is no change in terms and conditions of his appointment and the payment of remuneration as permissible under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors had furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149 (6) of the Companies Act, 2013 and SEBI Listing Regulations.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The independent directors met on date 23rd day of March 2018 and evaluated the performance of non independent directors, the board as a whole and the chairman of the company considering the view of other directors.

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 the FY 2017-18 viz. on 25/05/2017, 14/08/2017, 14/11/2017, 13/02/2018 and 23/03/2018.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

CORPORATE GOVERNANCE:

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Corporate Governance is not applicable 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 business of the Company and were on the 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 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 CONROL SYSTEM AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.

During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

VIGIL MECHANISM:

The Company has put in place a "Whistle Blower Policy" in compliance with the provisions of the 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 the 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 Shirish Desai & Co., Chartered Accountants, having Firm''s Registration No: 112226W, appointed as the Statutory Auditors by the members at the 28th Annual General Meeting of the Company to hold office till the conclusion of the 29th Annual General Meeting. They have expressed their willingness to get reappointed as the statutory auditor of the company and has furnished a certificate of their eligibility and consent under section 141 of the Companies Act, 2013, In terms of the listing agreement, the auditors through their letter have confirmed that they hold a valid certificate issued by the peer review board of the ICAI, the necessary resolution for ratification of 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 auditor''s report for the year ended 31st March, 2018 are free from any qualifications, reservation or adverse remarks and hence do not call for any additional explanations or comments by the board.

B) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had appointed Mohd Daraz Khan, Proprietor MD Khan & Associates, Practicing Company Secretaries Vadodara to carry out secretarial audit for the financial year 2017-2018. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their Audit. The secretarial audit report for the financial year 2017-2018 is annexed to this report as Annexure 2.

There is Audit Qualifications in the Statutory Auditors Report and Secretarial Auditor Report as annexed elsewhere in this Annual report.

The Company has a business financial 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 to corporate affairs.

Ordinarily the Company has complied with the Listing requirements / Regulation from time to time. The Statutory filings under The Companies 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 process to appoint 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. 31st March 2018 and the date of the Director'' Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status of the Company and its future operations.

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. 31st March 2018 and the date of the Director'' Report.

a "Whistle Blower Policy" in compliance with the provisions of the 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 the principles of good corporate governance.

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.

a. Rule 5(l)(iii) and (v) comparison of the remuneration of the employees with company performance .

Remuneration of the employees	% increase
Rs. 19,12,333=00	14.08%

Company performance	% increase
Total Turnover : - 13,14,58,0007-	123.95%

b. Rule 5(l)(vi)& (ix) comparison of KMP remuneration with company performance

Particulars	Rs.
Mr. Parimal R. Shah	2,76,000/-
Mr. Umesh R. Gandhi	1,92,000/-
Bhavik V Patel	4,18,000/-

Company Performance	Rs. in Lacs.
Revenue-Sales and Other Incomes	1314.58
Profit before tax	148.53

c. the Number of permanent employees on rolls of the company are 10(Ten).

d. variations in the market capitalization of the company, price earning ratio of the company as at the closing date 31st March 2018 and previous financial year and percentage increase/decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with last public offer;

Particulars		Previous year	Current year	Increase/(decrease)
No of shares		3,29,55,000 of Rs.17-Each	3,29,55,000 of Rs. 1/ Each	Nil
Share price in Rs.	Exchange name
8.02	BSE
.....	NSE
EPS (IN RS)		0.33	0.32

P/E RATIO (BASED ON AUDITED RESULT)	—	—
COMPANY'' MARKET CAP	17.53 (in Cr.)	26.43 (in Cr.)

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.

FOREIGN EXCHANGE EARNING AND OUTGO:

There is no foreign exchange earnings and outgo during the financial year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. As such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. The Company has not accepted any deposits during the year under review.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of section 134 and sub section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 as at 31st March, 2018 forms part of this report as Annexure-A.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of SEC 134(3) ( c) read with Section 134(5) of the Companies Act, 2013 with respect to Director''s Responsibility Statement it is hereby stated :

i) That in the preparation of the annual accounts for the financial year ended 31st March 2018, 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 2018 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 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.

ACKNOWLEDGEMENT:

Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

By order of the Board of Directors,

PARIMAL R SHAH

Chairman & Managing Director DIN NO: 00569489

Place: Vadodara Date: 28th May, 2018

In terms of Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a brief profile Directors who are proposed to be re-appointed/Appointed in this AGM, Nature of their expertise in specific functional areas, their other directorships and committee membership, their shareholdings and relationship with other Directors of the Company are given below :

Name	SHRI BHAVIK VASANTBHAI PATEL
Date of birth	14/04/1980
Qualification	B.COM.
Expertise	More than 18 years'' experience in Accounts & Financial Operation.
Director of the Company since	10/05/2016
Relationships between directors inter-se	Nil
Directorship in other public limited companies	NIL
Membership of Committees of other public limited companies	NIL
No. of Shares held in the Company	NIL

Name	SHRI JOY KANAIYALAL CHHIKNIWALA
Date of birth	29/09/1963
Qualification	B.Com.
Expertise	More than 33 years'' experience in Accounting and Business Management.
Director of the Company since	NIL
Relationships between directors inter-se	Nil
Directorship in other public limited companies	NIL
Membership of Committees of other public limited companies	NIL
No. of Shares held in the Company	NIL

Place: Vadodara	By Order of the Board
Date: 31st August, 2018	For UTL Industries Limited
	Parimal Shah
	Managing Director
	DIN : 00569489

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Mar 31, 2014

Dear Shareholders,

UTL Industries Limited

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

FINANCIAL PERFORMANCE

For the Financial Year Ended 31st March, 2014

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

Profit/(Loss) before tax 2.31 1.57

Less: Provision for Taxation

Current Tax 0.44 0.30

Deferred Tax 0.00 0.00

Relating to earlier years 0.00 0.00

Profit/(Loss) after tax 1.87 1.27

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

Surplus available for appropriation 0.00 0.00

Less: Appropriations 0.00 0.00

Dividend on Equity Shares

Proposed 0.00 0.00

Interim 0.00 0.00

Dividend Distribution Tax 0.00 0.00

Transfer to General Reserve 0.00 0.00

Loss carried to Balance Sheet (433.01) (434.88)

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

OPERATIONS:

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

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

DIVIDEND

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

MANAGEMENT

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

DIRECTORS

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

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

Name Qualification Expertise Date of Birth

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



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

Umesh Gandhi 25/09/2008 NIL



AUDITORS

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

PARTICULARS OF EMPLOYEES

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

PROSPECTS AND FUTURE OUTLOOK

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

DIVERSIFICATION OF ACTIVITIES

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

COMMENTS ON AUDITORS REPORT

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

AUDITORS'' REPORT

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

DEPOSITS

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

STATUTORY INFORMATION

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

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

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

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

ACKNOWLEDGEMENTS

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

By Order of the Board of Directors For UTL Industries Limited

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

---

Mar 31, 2013

TO THE SHIREHOLDERS

Dear Shareholders,

Uni Tubes Limited

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

FINANCIAL PERFORMANCE

For the Financial Year Ended 31st March, 2013

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

Profit/(Loss) before tax 1.57 (08.85)

Less: Provision for Taxation Current Tax 0.30 0.00

Deferred Tax 0.00 0.00

Relating to earlier years 0.00 0.00

Profit/(Loss) after tax 1.27 (08.85)

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

Surplus available for appropriation 0.00 12.58

Less: Appropriations 0.00 0.00

Dividend on Equity Shares

Proposed 0.00 0.00

Interim 0.00 0.00

Dividend Distribution Tax 0.00 0.00

Transfer to General Reserve 0.00 0.00

Loss carried to Balance Sheet (434.88) (423.57)

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

OPERATIONS:

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

DIVIDEND

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

MANAGEMENT

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

DIRECTORS

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

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

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

Name Qualification Expertise Date of Date of first Shareholding in

Birth Appointment theco. as on 31.03.2013

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

AUDITORS

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

PARTICULARS OF EMPLOYEES

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

PROSPECTS AND FUTURE OUTLOOK

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

DIVERSIFICATION OF ACTIVITIES

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

ADDITIONAL CLAUSE IN MAIN OBJECT

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

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

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

CHANGE OF NAME

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

POSTAL BALLOT

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

COMMENTS ON AUDITORS REPORT

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

AUDITORS'' REPORT

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

DEPOSITS

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

STATUTORY INFORMATION

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

DIRECTOR RESPONSIBILITY STATEMENT

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

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

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the lo ss of the Comp any for the year under review;

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

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

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

ACKNOWLEDGEMENTS

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

SUBSIDIARY COMPANIES

Your Company has no subsidiary Company.

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE

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

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

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

CASH FLOW STATEMENT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

LISTING OF SHARES, PAYMENT OF LISTING FEES

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

ACKNOWLEDGMENT

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



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

---

Mar 31, 2012

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

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

(Rs. In Lacs)

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

Profit/(Loss) before tax (08.85) 00.19

Less: Provision for Taxation

— Current Tax 0.00 0.00

— Deferred Tax 0.00 0.00

— Relating to earlier years

Profit/(Loss) after tax (08.85) 00.19

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

Surplus available for appropriation 12.58 12.58

Less: Appropriations

Dividend on Equity Shares

Proposed

Interim

Dividend Distribution Tax

Transfer to General Reserve

Surplus carried to Balance Sheet (423.57) (414.71)

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

DIVIDEND

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

PROSPECTUS AND FUTURE OUTLLOK

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

DIVERSIFICATION OF ACTIVITIES

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

INCREASE IN SHARE CAPITAL

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

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

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

POSTAL BALLOT

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

CHANGE OF NAME

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

Management

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

Directors

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

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

Auditors

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

Comments on Auditor''s Report:

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

AUDITORS''REPORT

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

DEPOSITS

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

Statutory Information

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

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

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

ACKNOWLEDGEMENTS

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

By Order of the Board

For Uni-Tubes Limited

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

Date : 25/05/2012

Place : Vadodara

---

Mar 31, 2007

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2007.

FINANCIAL RESULTS

Particulars 2006 -2007 2005-2006

Total Income NIL NIL

Profit/(Loss) before depreciation & tax (30670) (28184)

Loss on sale of investment 0 0

Profit/(Loss) before tax (30670) (28184)

OPERATION

During the year under review the there was no business activity. The company is considering new venture keeping in view the current economic scenario.

DIVIDEND

Your Board of Directors do not recommend any dividend in view of the carried over losses.

DIRECTORS

Mr. Rakesh Shah Director of the Company retires by rotation at the ensuing Annual General Meeting and has expressed willingness to be reappointed.

AUDITORS

M/s. Vijay Parikh & Co., Chartered Accountants, Baroda retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment and they have furnished the certificate for their eligibility as per Section 224 (1B) of the Companies Act 1956.

AUDIT COMMITTEE

As required under Section 292A of the Companies Act, read with clause 49 of the listing requirement 1956 Audit Committee comprising Parimal Shah and Rakesh Shah has been formed. Audit Committee meetings were held in accordance with statutory requirement.

INDUSTRIAL RELATION

During the year under review the relation between employees and management were cordial

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the provisions of Section 217 (1)(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology absorption & Foreign exchange earnings and out go are furnished in the Annexure forming part of this report.

AUDITORS REPORT

Auditor's observations are self-explanatory and/or suitably explained in the notes on Accounts.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good corporate governance as an important step towards building investor confidence; improve investor's protection, Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 2Å= (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed: That in the preparation of the accounts for the financial year ended 31st March,2007 the applicable accounting standards have been followed along with the proper explanation relating to material departures : That 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 true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

That the Directors have taken proper and sufficient care for 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 preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March, 2007 on a going concern basis.

ACKNOWLEDGMENT

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

By Order of the Board For Uni-Tubes Limited

S/d- S/d-

Parimal Shah Rakesh Shah Director Director

Date : 28.08.2007

Place : Vadodara