utique enterprises ltd share price Directors report


<dhhead>DIRECTORS’ REPORT</dhhead>

Your Directors present the 37th Annual Report together with audited financial statements of the Company for the financial year ended March 31, 2023.

 

FINANCIAL HIGHLIGHTS

The financial results of your Company for the year ended

March 31, 2023 as compared to the previous year are summarized below:-

Lac Year ended 31.03.2023

Lac Year ended 31.03.2022

Gross Income

6,309.66

2,519.32

Profit/(Loss) before
Depreciation and Taxation

97.69

(97.28)

Less: Depreciation

2.46

10.02

Profit/(Loss) before
Taxation

95.23

(87.26)

Provision for Taxation

33.42

18.11

Net Profit/(Loss) after
Taxation

61.81

(105.37)

Other Comprehensive
Income/(Loss) (Net of Tax)
(Net of Tax)

(248.40)

2,199.02

Total Comprehensive
Income/(Loss)

(186.59)

2,093.65

 

AMOUNTS CARRIED TO RESERVES

The Board of Directors has decided to retain the entire y Profitabilit amount of Net Profit for the financial year 2022-2023 in the Profit & Loss Account and as such, no amount has been carried to Reserves.

 

DIVIDEND

In view of the accumulated losses, your Directors regret their inability to declare dividend on equity shares.

 

THE YEAR IN RETROSPECT

Your Company continued to follow a focused based approach in trading and focused on select precious metals like Silver and Gold.

The return of net-worth has increased at 111.02% as compared to the negative return in the previous financial year. Operating Profit Margin has been recorded at a very good 95.88%.

During the financial year 2022-2023, the Total Income of the Company has increased by 150.45% as compared to the previous financial year. The Profit After Tax also recorded at 61.81 lac as compared to the Loss in the previous financial year and consequent EPS was 0.11.

Revenue of 6,050.05 lac was recorded from the trading operations during the year under review. There is no segment-wise business or operations for the Company as at present. The Company continued its prudent policy on business operations, liquidity and profitability. While doing so, it has endeavored to achieve a proper balance in assets – both long-term as well as short-term. Similarly, a healthy current ratio has been maintained. The Company also strives to maintain a balance between risk and return on assets employed.

While physical delivery of metal and hedging for price are resorted to in all transactions, the Company continuously monitors the commodity market and developments therein with experts and market players.

There was no change in the nature of business of the Company during the year under review.

 

BUSINESS PLANS

The Russian-Ukraine war, US Fed’s aggressive rate hikes and worries about China’s economy cast extreme volatility in commodity prices throughout 2022. The World Bank predicts that Commodity prices are expected to fall by 21% this year and remain mostly stable in 2024. The expected decline in prices for 2023 represents the sharpest drop since the COVID-19 pandemic.

Your Company is entering into fixed forward contracts wherein the yields are fixed and, therefore, the price fluctuations may not affect the Company’s business. Your Company Management is optimistic of trading in precious metals also on account of improved regulatory framework, changes in geopolitical environment, better integration of markets, developing market infrastructures, warehousing facilities.

The Company wishes to pursue trading business and, depending on risk-return analysis, may explore other metals in addition to Silver and Gold. The strategy to be implemented will focus on controlling inherent risks in order to ensure sustainable development of the Company and protect the interests of its stakeholders.

and cost consciousness will continue to be the two important factors for future growth.

 

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), a separate section on the Management

Discussion and Analysis for the financial year ended March

31, 2023 is annexed, which forms part of this Annual Report.

 

SUBSIDIARY

As defined under the Companies Act, 2013 ("the Act"), the Company had a wholly-owned subsidiary, Apple Asset Management Limited ("AAML"). The said subsidiary was in the business of managing Schemes of Apple Mutual Fund, viz. Apple Midas Fund – The Gold Share and Apple Platinum Share. Effective December 27, 1999, both the Schemes of Apple Mutual Fund were taken over by Birla Mutual Fund and since then, the said subsidiary did not carry on any business. The Board of Directors of AAML on March 30, 2022 submitted its application under Section 248 of the Act to the Registrar of Companies for striking off its name from the Register of Companies. The name of AAML was struck off the Register of Companies on July 28, 2022 and AAML has been dissolved. During the year under review, no other company or entity became or ceased to be the Company’s subsidiary, joint venture or associate company of your Company.

 

CONSOLIDATED FINANCIAL STATEMENTS

As stated hereinabove, the Board of Directors of AAML on March 30, 2022 submitted its application under Section 248 of the Act to the Registrar of Companies for striking off its name from the Register of Companies. The Company has been advised that once the application under Section 248 of the Act is submitted, AAML is not required to prepare its financial statements. Accordingly, the Company has not prepared the Consolidated Financial

Statements for the financial year ended March 31, 2023.

 

SHARE CAPITAL

During the financial year ended March 31, 2023, there were no changes in the capital structure of the Company.

 

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes affecting the financial position of the Company after the close of the financial year 2022-

2023 till the date of this Report.

 

DIRECTORSRESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors as well as the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and operating effectively during the financial year 2022-

2023.

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2023:-a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures. b) they have 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 as at March 31, 2023 and of the Profit of the Company for the year ended on that date. c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) they have prepared the annual accounts on a ‘going concern’ basis. e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

 

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of Board of Directors during the year under review. The Company’s Board of Directors comprises the following Directors:-Mr. J. R. K. Sarma, Independent Director Mr. Mahesh Raghavan Menon, Non-Executive Non-Independent Director

Ms. Vidhi Bipin Mandaliya, Independent Director.

At the last Annual General Meeting held on September 28, 2022, Mr. Mahesh Raghavan Menon (DIN: 00164298) was reappointed as a Non-Executive Non-Independent Director, liable to retire by rotation. During the year under review, the Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Board/Committees and General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 were Mr. P. H. Deval, Chief Financial Officer and Mr. P. B.

Deshpande, Manager & Company Secretary.

Apart from the above, no other person was appointed or had ceased to be the Director or the Key Managerial Personnel of the Company during the financial year 2022-2023.

Brief particulars and expertise of Directors seeking appointment together with their other Directorships and Committee Memberships have been given in the Annexure to the Notice of the Annual General Meeting and in accordance with the Listing Regulations and Secretarial Standard. None of the Directors and Key Managerial Personnel is in any way related to each other.

 

BOARD OF DIRECTORS AND MEETINGS

The Company’s Board of Directors comprises eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. In terms of requirement of Listing

Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s business for effective functioning, which have been detailed in the Corporate Governance Report.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentation in quarterly meetings. The Board/Committee meetings are prescheduled and a tentative annual calendar of the Board/Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation at the meetings.

The agenda for the Board and Committee meetings includes detailed notes on the matters to be discussed to enable the Directors take an informed decision. The Board of Directors had held 6 (six) meetings during the financial year 2022-2023. For further details, please refer to the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any 2 (two) Board meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and the Secretarial Standard on the Meetings of the Board of Directors.

 

INDEPENDENT DIRECTORS’ DECLARATION

In terms of Section 149 of the Act, Mr. J. R. K. Sarma and Ms. Vidhi B. Mandaliya are the Independent Directors of the Company. The Company has received declarations from both

Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent of the Management. In terms of Regulation

25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the

Independent Directors after undertaking due assessment of the veracity of the same.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of

Directors) Rules, 2014.

 

COMMITTEES OF THE BOARD

The Company currently has 5 (five) Board Committees as on

March 31, 2023:-i. Audit Committee ii. Nomination & Remuneration Committee iii. Stakeholders Relationship Committee iv. Share & Debenture Transfer Committee v. CSR Committee.

Details of the Committees along with their main terms, compositions and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

 

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters is approved by the Board of Directors based on the recommendation of the Nomination & Remuneration Committee.

The Policy formulated under Section 178(3) of the Act and Regulation 19 of the Listing Regulations covers remuneration to Non-Executive Directors, remuneration to Key Managerial Personnel, senior management and other employees. The Policy lays down detailed guidelines for remuneration of the Board, Managing Director and employees. It also lays the criteria for identification of persons for appointment as

Directors and in senior management positions including qualifications, positive attributes and independence.

The Nomination & Remuneration Policy is available on the Company’s website at the weblink: Nomination & Remuneration Policy.pdf (wsimg.com).

 

ANNUAL EVALUATION OF THE BOARD’S PERFORMANCE

During the year under review, the Board adopted a formal mechanism for evaluating its performance as well as its Committees and individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Board’s functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the performance of the individual Directors who were evaluated on the parameters such as attendance, contributions at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, etc.

The evaluation of Independent Directors was carried out by the entire Board of Directors.

The Directors were satisfied with evaluation results, which reflected the overall engagement of the Board and its

Committees with the Company.

 

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

The Board has adopted the Board Diversity Policy, which sets out the approach to diversity of the Board of Directors.

 

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Directors have adopted the policies and procedures for ensuring the orderly and efficient conduct business, including adherence to the Company’s polices, the safeguarding of its assets, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls with reference to financial statements.

During the year under review, such controls were tested and no reportable material weaknesses in the design or operations were found.

 

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee as required under Section 177 of the Act and Regulation 18 of the Listing Regulations.

Composition of Audit Committee is given in the Corporate Governance Report, which forms part of this Report. There were no instances during the year under review when the recommendations of the Audit Committee were not accepted by the Board of Directors.

 

REPORT ON CORPORATE GOVERNANCE

In compliance with Regulation 34 read with Schedule V to the Listing Regulations, a report on the Corporate Governance is given as an Annexure and forms an integral part of this

Annual Report. A Certificate from the Company’s Auditors, confirming compliance of the conditions of Corporate

Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the Chief Financial Officer and the Manager of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

 

AUDITORS AND AUDITORS’ REPORT

At the 36th Annual General Meeting held on September 28, 2022, the shareholders have approved appointment of Chaturvedi & Shah LLP, Chartered Accountants (Firm Regn.

No.101720W/W100355) as Auditors for a period of 5 (five) consecutive years commencing from the conclusion of 36th Annual General Meeting until the conclusion of 41st Annual General Meeting.

The notes on the financial statements referred to in the

Auditors’ Report issued by Chaturvedi & Shah LLP, Chartered

Accountants for the financial year ended March 31, 2023 are self-explanatory and do not call for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

 

SECRETARIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Pramod S. Shah & Associates, Practicing Company

Secretaries (FCS No.334, Certificate of Practice No.3804), to carry out Secretarial Audit of the Company. The Report of the Secretarial Auditor for the financial year 2022-2023 is attached herewith as Annexure ‘A’.

A couple of advisories mentioned by the Secretarial Auditor in their Report are being evaluated by your Directors and they shall ensure meticulous compliance of all the statutes, rules and regulations applicable to the Company.

 

COST RECORDS

The Central Government has not prescribed maintenance of cost records to the Company under Section 148(1) of the Act.

 

RISK MANAGEMENT

The Company has a Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives. The business risk framework defines the risk management approach, the enterprise risks at various levels including documentation and reporting. The framework has different risks models, which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

Some of the risks, which the Company is exposed to are financial risks, commodity price risks, regulatory risks, human resources risks, strategic risks, etc.

More details with respect to risk management are given in the Management Discussion and Analysis Report. The Risk Management Policy has been disseminated on the Company’s website and available at the weblink: Risk Management Policy.pdf (wsimg.com).

 

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including Directors and employees of the Company to report genuine concerns in the prescribed manner to freely communicate their concerns/ grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company’s Code of Conduct or Policies. The vigil mechanism is overseen by the

Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism. It provides for a mechanism for stakeholders to approach the Chairperson of Audit Committee. No person was denied access to the Chairperson of Audit Committee.

 

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of loans and investments covered under the provisions of Section 186 of the Act have been given in the Notes forming part of the financial statements. Your Company has not issued guarantee to any entity or person.

 

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2022-2023, were on arm’s length basis and in the ordinary course of business. There are no material related party transactions made by the Company during the year under review. Given that the Company does not have anything to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No.AOC-2, the same is not provided. All related party transactions are approved by the Audit Committee and are periodically reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions, which are planned and/ or repetitive in nature. The details of the transactions with related parties during the financial year 2022-2023 are provided in the accompanying financial statements.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the Company’s website and may be accessed at the weblink: Related Party Transaction Policy.pdf (wsimg.com).

 

CORPORATE SOCIAL RESPONSIBILITY

As the projected Net Profit of the Company for the financial year ended March 31, 2022 computed in accordance with Section 198 of the Act was expected to be in excess of 5 crore, the Board of Directors of the Company at its meeting held on March 14, 2022 constituted the CSR Committee with effect from April 1, 2022, comprising Mr. J. R. K. Sarma, Independent Director, Ms. Vidhi Mandaliya, Independent Director and Mr. Mahesh Raghavan Menon, Director. The CSR Policy has been approved by the Board of Directors and the same is available on the Company’s website www. utique.in.

As against the eligible CSR amount of 9.77 lac, an aggregate amount of 11.76 lac has been disbursed to Swarna Bharat Trust, who are engaged in Vocational Centre, Computer Centre, Farmer Centre, Eye and Dental Hospitals, Old Age Home, Skill Development Centre, Schools, etc. The excess amount of 1.99 lac will be adjusted in the future CSR contribution.

The requisite details on CSR activities pursuant to Section 135 of the Act and as required pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure ‘B’ which is annexed hereto and forms part of this Report.

 

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Act read with Rule 11 of the Companies (Management & Administration) Rules, 2014, the Annual Return in Form No.MGT-7 for the financial year ended March 31, 2023 is available on the

Company’s website www.utique.in.

 

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure ‘C’ which is annexed hereto and forms part of this Report.

 

THE STATE OF COMPANY’S AFFAIRS

The state of Company’s affairs is given under the heading "Year in Retrospect" and various other headings in this Report in Management Discussion & Analysis, which is annexed to the Directors’ Report.

 

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134(3) of the Act relating to conservation of energy and technology absorption is not being given since your Company is not engaged in manufacturing activity.

There was no income or outflow of foreign exchange during the financial year under review.

 

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company is currently not required to constitute an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 since the Company at present has less than 10 (ten) employees on its rolls.

During the year under review, no complaint was filed by any employee of the Company under the said Act.

 

STATUTORY DISCLOSURES

(i) The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company did not have any unpaid or unclaimed deposits at the end of the year under review. (ii) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. (iii) None of the Directors of the Company has received any remuneration or commission from the subsidiary company.

(iv) No significant and material orders have been passed by the regulators or courts or tribunals, which impact the ‘going concern’ status and the Company’s operations in future.

(v) The Company has nothing to disclose with respect to buyback of shares. (vi) Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act.

(vii) The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

(viii) There is no Corporate Insolvency Resolution Process initiated against the Company under the Insolvency & Bankruptcy Code, 2016.

(ix) During the year, no revision was made in the previous financial statements of the Company.

 

CAUTIONARY STATEMENT

Statements in the Directors’ Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statements. Important factors that could influence the

Company’s operations include global and domestic demand and supply conditions affecting the purchase and selling prices, monetary policies, changes in Government policies and tax laws, economic development of the country and other factors, which are material to the business operations of the Company.

 

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the shareholders for their support. They also wish to acknowledge the spirit of dedication, commitment and cooperation extended by our employees.