umiya tubes ltd Directors report


To

The Members

UMIYA TUBES LIMITED

Your Directors take pleasure in presenting the TENTH Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2023.

FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

(Amount in Lakhs)

Particulars 2022-23 2021-22
Gross Income 721.29 2122.97
Profit/(Loss) before Depreciation and Tax (375.50) 40.33
Less: Depreciation 34.21 34.17
Profit/(Loss) Before Tax and Extra Ordinary Items (409.71) 6.16
Less: Extra Ordinary Items - -
Less:Current Tax - 0.96
Deferred Tax (1.64) (0.04)
Add/Less: MAT credit Entitlement/ Earlier year Tax 0.21 -
Profit/(Loss) After Tax (407.28) 5.24

The Gross Income of the Company for the year 2022-23 has decreased to Rs. 721.29 Lakhs from Rs. 2122.97 Lakhs. Moreover, there was loss of Rs. 407.28 Lakhs as compared to profit of Rs. 5.24 Lakhs in the previous 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.

DIVIDEND:

In view of losses, 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.

SHARE CAPITAL:

The Paid up Equity share capital of the Company as on 31st March, 2023 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. Ritendrasinh Rathod resigned as Company Secretary of the Company w.e.f. 9th January, 2023. The Company is in the process of appointing another Company Secretary within statutorily permissible time limits.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Saurabhkumar R Patel (DIN: 06964670), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be reappointed as Director of the Company.

The Board recommends the re-appointment of Mr. Saurabhkumar R Patel (DIN: 06964670) 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 the SEBI (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 30th May, 2022, 24th June, 2022, 9th August, 2022, 14th November, 2022 and 18th January, 2023.

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.

AUDITORS:

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 Auditor?s 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.

SECRETARIAL AUDIT:

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 for which the comments/explanation of the Directors are also mentioned below:

1. The Company has belatedly made payment of advance listing fees for FY 2022-23 to BSE Limited.

Your Directors hereby submit that due to financial constrain, the Company could not make timely payment of advance listing fees to BSE Limited which has been made belatedly.

2. The Company submitted the Shareholding Pattern for the quarter/ year ended on 31st March, 2023 with delay of 6 days.

Your Directors hereby submit that the above mentioned delay was due to inadvertence while submitting the shareholding pattern in XBRL mode on the BSE Listing Centre. The Company will take care of timely compliance.

3. The Company has belatedly submitted quarterly/ yearly financial results under Regulation 33 due to inadvertence for which the Company has paid a penalty of Rs. 10000/- plus GST as levied by the BSE for 2 days delay.

Your Directors hereby submit that the above mentioned delay was due to inadvertence while submitting the quarterly/ yearly financial results on BSE Listing Centre. The Company will take care of timely compliance

AUDIT COMMITTEE:

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 Shareholder?s 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.

VIGIL MECHANISM:

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 Company?s 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.umiyatubes.com. 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.

REMUNERATION POLICY:

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 Company?s shareholders may refer the Company?s 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 Company?s 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 Remuneration of Employees increase/(decrease) in Remuneration
Mr. Saurabhkumar R. Patel (Managing Director) 1.00 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 N.A.

Note: The median remuneration of employees of the Company during the year was Rs. 90,000/- p.a.

[C] Percentage increase/-decrease in the median Remuneration of Employees N.A.
[D] Number of permanent Employees on the rolls of Company 1 (One)
[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 no employee other than NEDs and KMPs as on 31st March, 2023 to whom the salary was paid. There was decrease of 40% in the Managerial Remuneration in the year 2022-23 as compared to the year 2021-22.

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 AGM, Mr. Saurabhkumar R. Patel, Managing Director has been reappointed 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.

REGULATORY ORDERS:

During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company?s operations in future.

CSR COMMITTEE:

As the requirement of CSR Committee is not applicable to the Company, no further details/disclosure required to be given in this regard.