UMIYA TUBES LIMITED
Your Directors take pleasure in presenting the NINETH Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2022.
The brief financial results are as under:
|(Amount in Lakhs)|
|Profit/(Loss) before Depreciation and Tax||40.33||40.45|
|Profit/(Loss) Before Tax and Extra Ordinary Items||6.16||6.20|
|Less: Extra Ordinary Items||-||-|
|Add/Less: MAT credit Entitlement||-||-|
|Profit/(Loss) After Tax||5.24||2.24|
The turnover of the Company for the year 2021-22 has increased to Rs. 2122.97 Lakhs from Rs. 1978.16 Lakhs. Moreover, the profit before Depreciation and Tax was stable at Rs. 40.33 Lakhs as compared to profit of Rs. 40.45 in the last year.
SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:
The Company does not have any Subsidiary Companies or Joint Venture Company or Associate Company.
MATERIAL CHANGES AND COMMITMENT:
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the report.
REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:
During the year, the financial statement or report was not revised. Hence further details are not applicable.
In order to conserve resources, your Directors express their inability to recommend any dividend.
TRANSFER TO RESERVE:
Your Directors find it prudent not to transfer any amount to General Reserve.
The Paid up Equity share capital of the Company as on 31st March, 2022 was Rs. 10,00,66,670/- divided into 1,00,06,667 Equity shares of Rs. 10/- each.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year Mr. Surendrasinh P. Vahgela resigned as Managing Director of the Company w.e.f. 31st December, 2021. Moreover, Mr. Surendrasinh P. Vaghela also resigned as Director of the Company w.e.f 23rd February, 2022.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Yash Joshi (DIN: 08436257), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed as Director of the Company.
The Board recommends the re-appointment of Mr. Yash Joshi (DIN: 08436257) as Director of the Company liable to retire by rotation.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 profit or loss of the Company for that period;
3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis; and
5. 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.
6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees based on the criteria and framework adopted by the Board.
NUMBER OF MEETINGS OF BOARD:
The Board of Directors duly met 5 (Five) times during the year on 7th May, 2021, 28th June, 2021, 14th August, 2021, 12th November, 2021 and 14th February, 2022.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each Independent Director/s under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is in the opinion that the Independent Directors fulfils the criteria of Independence and are Independent from the management of the Company.
Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, since majority of the Independent Directors of the Company have served as Directors for a period of not less than three (3) years on the Board of Listed Company as on the date of inclusion of their names in the database except Mrs. Shobhanaben Dave, they are not required to undertake online proficiency self-assessment test. Mrs. Shobhanaben Dave has informed the Company that she will undertake online assessment test before due date.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:
During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.
M/s. P. Singhvi & Associates, Chartered Accountants, the existing auditors of the Company were appointed as Auditors of the Company at the 8th AGM for holding the office from the conclusion of that 8th AGM till the conclusion of 13th AGM. At the same AGM, any one of the Directors of the Company was authorized to fix the remuneration of the Statutory Auditors.
In view of the Companies (Amendment) Act, 2017, the first proviso in sub-section (1) in section 139 of the Companies Act, 2013 has been omitted with effect from 7th May, 2018. In view of this, the said appointment of auditor is no longer required to be ratified by the members at every annual general meeting.
The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations, comments and notes of the Auditor are self explanatory and do not call for any further explanation /clarification.
COST AUDITORS AND COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act, 2013, the maintenance of Cost records has not been specified to the Company. Hence disclosure regarding the same is not given.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Manoj Hurkat & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure 1".
There is no observation or Negative qualification in the report except the following:
1. The submission of shareholding pattern for the quarter ended on 31st March, 2022 was made by the Company on the listing center of BSE Limited in XBRL mode on 22nd April, 2022 instead of on or before 21st April, 2022. Thus, there was delay of 1 day in submission of quarterly shareholding pattern in terms of Regulation 33(1)(b) of the SEBI-LODR.
Your Directors hereby submit that the above mentioned delay was due to technical glitch while submitting the shareholding pattern in XBRL mode on BSE Listing Centre.
2. The Company has made belated payment of advance listing fees for the FY 2021-22 with BSE Limited in terms of Regulation 14 of the SEBI-LODR read with Circulars/Notices issued by BSE Limited for payment/non-payment of advance listing fees.
Your Directors hereby submit that due to financial constrain after the second wave of COVID-19, the Company could not make timely payment of advance listing fees to BSE Limited which has been made belatedly.
The Audit Committee consists of the following Directors:
|1. Mr. Atul J Popat||Chairman|
|2. Mr. Mitesh G. Patel||Member|
|3. Mr. Shobhanaben B. Dave||Member|
NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of the following Directors:
|1. Mr. Atul J Popat||Chairman|
|2. Mr. Mitesh G. Patel||Member|
|3. Mrs. Shobhanaben B. Dave||Member|
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of the following Directors:
|1. Mr. Atul J Popat||Chairman|
|2. Mr. Saurabhkumar R Patel||Member|
|3. Mrs. Shobhanaben B. Dave||Member|
RISK MANAGEMENT POLICY/PLAN:
It may please be noted that as per the applicable requirement of Companies Act, 2013 a Risk Management policy/plan of the Company is developed and implemented for creating and protecting the Shareholders value by minimizing threats or losses and to identify and provide a framework that enables future activities of a Company to take place in a consistent and controlled manner.
The Company has a vigil mechanism for its Directors and employees, to deal with instance of fraud/ mismanagement, if any and to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The details of policy are posted on the website of the Company.
CODE OF BUSINESS CONDUCT AND ETHICS:
The Company has laid down a Code of Conduct (COC) which is applicable to all the Board members and Senior Management of the Company. The COC is available on the website of the Company www.sanginitachemicals.co.in. All the members of the Board and Senior Management have affirmed compliance with the Code.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment measures in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, there were no complaints received under the said act. The Company has complied with the applicable provisions of the Act including the constitution of internal complaints committee.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
The Companys shareholders may refer the Companys website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of section 178.
The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.
ANALYSIS OF REMUNERATION:
The details of remuneration paid to Directors and Key Managerial Personnel is given in extract of Annual Return on the website of the Company i.e. www.umiyatubes.com.
Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:
|Names and Positions||[A] Ratio of Directors||[B] Percentage (%)|
|Remuneration to the median||increase/(decrease)|
|Remuneration of Employees||in Remuneration|
|Mr. Saurabhkumar R. Patel (Managing Director)||1.97||N.A.|
|Mr. Yash Joshi (Director)||Nil||N.A.|
|Mr. Mitesh G Patel (Independent Director)||Nil||N.A.|
|Mr. Atul J Popat (Independent Director)||Nil||N.A.|
|Mrs. Shobhanaben Dave (Independent Director)||Nil|
Note: The median remuneration of employees of the Company during the year was Rs. 76219/- p.a.
|[C] Percentage increase/-decrease in the median Remuneration of Employees||0.94|
|[D] Number of permanent Employees on the rolls of Company||27 (Twenty Seven)|
|[E] Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof||There was increase of 0.94% in average salaries of employees other than NEDs and KMPs made in the year 2021-22. There was no change in the Managerial Remuneration in the year 2021-22 as compared to the year 2020-21.|
PARTICULARS OF EMPLOYEES:
The statement showing the names of the top ten employees in terms of remuneration drawn is given as "Annexure 2."
There are no employees of the Company drawing remuneration requiring disclosure of information under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
DETAILS OF THE REMUNERATION TO MD/WTD (AS PER CLAUSE-IV OF SECTION-II OF PART-II OF SCHEDULE V):
(i) all elements of the remuneration package such as salary, benefits, bonuses, stock options and pension:
The details are given in Annual Return placed on the website of the Company.
(ii) details of fixed component and performance-linked incentives, along with the performance criteria:
The details are given in Annual Return placed on the website of the Company and performance criteria is linked with net profit of the Company.
(iii) service contracts, notice period and severance fees:
Pursuant to the approval of members at the 8th Annual General Meeting, Mr. Saurabhkumar R. Patel, Managing Director has been re-appointed for a period of 3 years w.e.f. 1st September, 2021. Notice period is 90 days and no severance fees.
(iv) stock option details, if any, and whether these have been issued at a discount, as well as the period over which they accrued and how they are exercisable:
The Company has not granted any stock option.
During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
As the requirement of CSR Committee is not applicable to the Company, no further details/disclosure required to be given in this regard.
DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of energy
|(i) the steps taken or impact on conservation of energy||a. The Company uses LED lamps and fans in the whole factory premises including offices at factory and street light in factory which save approx. 30- 40% electricity as compared to normal lamps.|
|b. The Company uses AC Drives for almost all Tube mills and it also saves around 30-40% of electricity as compared to DC Drives.|
|c. The Company have installed 6 Voltage Protection device (VPD) for purpose stable voltage for main panel of individual tube mill.|
|d. The Company have installed power factor penal for maintained good power factor ratio.|
|e. The Company tried different composition of gases which ultimately found good quality and competitive cost of welding.|
|f. The Company also started polishing work with low RPM electric motors which reduced consumption of energy and polishing material to a huge extent.|
|(ii) the steps taken by the company for utilizing alternate sources of energy||N.A.|
|(iii) the capital investment on energy conservation equipments||NIL|
|(B) Technology absorption|
|(i) the efforts made towards technology absorption||NIL|
|(ii) the benefits derived like product improvement, cost reduction, product development or import substitution||N.A.|
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)||As the Company has not imported any technology, there are no details required to be given in any of the sub clauses under this clause.The Company have invented|
|(a) the details of technology imported;||embossing machine which is used for embossing|
|(b) the year of import;||Company name on each product.|
|(c) whether the technology been fully absorbed;||As the company is new and at infant stage, it does not have separate R&D department, but all motivated employees and KMPs always works for new ways and forms of doing work and saving cost and all energy saving benefits narrated above are the results of our R&D work only.|
|(d) if not fully absorbed, are as where absorption has not taken place, and the reasons thereof;|
|(iv) the expenditure incurred on Research & Development||Nil|
|(C) Foreign exchange earnings and Outgo|
|The Foreign Exchange earned in terms of actual inflows during the year and||Inspite of attempts of marketing abroad, no inflow took place but the Company is still pursuing export opportunities.|
|The Foreign Exchange outgo during the year in terms of actual outflows||NIL|
INTERNAL FINANICAL CONTROL:
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.
During the year under report, your Company has not accepted any deposits pursuant to Section 73 of the Companies Act, 2013. Hence further details are not given.
Details of money accepted (if any during the year) by the Company from the Directors and/or the relatives of Directors of the Company are given in the notes to the Financial Statements and the same are not deposit as per the applicable provisions of Companies Act, 2013 and rules made thereunder.
EXTRACT OF ANNUAL RETURN:
The draft of the Annual Return of the Company for the financial year 2021-22 in form MGT-7 will be placed on the website of the Company at www.umiyatubes.com.
The Corporate Governance Report forms an integral part of this Report and annexed hereto as "Annexure 3", together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.
COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards during the year under review.
PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The investments made by the Company during the year under Section 186 of the Companies Act, 2013 are already reported in the financial statements. The same may be treated as sufficient disclosure for the purpose of this Directors report. There are no Loans, Guarantees /Security given by the Company during the year under Section 186 of the Companies Act, 2013; hence no particulars are required to be given.
RELATED PARTY TRANSACTION:
There are no particulars of contacts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 which are required to be reported in the prescribed form AOC-2. The details of related party transactions as per IND AS-24 are otherwise reported in the financial statements. The related party transactions are otherwise carried out in the ordinary course of business and on Arms length basis and the same are in the best interest of the Company. The related party transactions are due to business exigencies.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report, pursuant to Regulation 34(2)(e) of The SEBI (LODR) Regulations, 2015 is appended as "Annexure 4" to Directors Report.
Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.
Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.
|Registered Office:||By Order of the Board|
|208, 2nd Floor, Suman Tower, Sector-11,||sd/-|
|Gandhinagar - 382011 (Gujarat)||Saurabhkumar R. Patel|
|Date: 30th May, 2022||(DIN: 06964670)|
|CIN:L28112GJ2013PLC074916||Chairperson and Managing Director|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS