UTL Industries Ltd Management Discussions.

INDUSTRY STRUCTURE AND DEVELOPMENT:

Covid-19, Pandemic, has shocked the Indian as well as entire world economy. The real estate sector in India has faced several challenges since few years, your company M/S. UTL INDUSTRIES LIMITED is engaged in the business of construction activities and supply of materials for construction and engagement of labours in the construction and development of projects. The company is focusing to increase the revenue by adopting better business development policies and managing the business in efficient manner and is about to take off to a new horizon in the coming years.

EMERGING TREND AND FUTURE OUTLOOK:

The spread of the coronavirus (COVID-19) pandemic is likely to result in severe contraction in global economy resulting in job losses, weak demand environment and stress in financial markets. The Real estate and Construction sector which has been going through its worst slowdown with slump in demand amid weak consumer sentiment and an uncertain regulatory environment is likely to face further head winds during the first half of the fiscal 2021 owing to adverse economic impact of Covid-19 and cost push from new emission norms. However, the impact of the pandemic is likely to remain in the short term. In the medium term the Indian real estate developers have the opportunity to establish themselves as preferred developers to the local as well as global real estate industry. However, under the current circumstances, the future is unpredictable, therefore, the actual impact of the Pandemic on the industry can not be quantified. This calls for a continuous watch on the performance on monthly basis.

FORWARD LOOKING STATEMENTS:

The report contains forward-looking statements identified by words like "plans", "expects", "will", "believes", "Projects", "estimates" and so on. All statements that address expectation or projection about the future, but not limited to the Companys strategy for growth, Market position, expenditure and financial results are forward looking statements. Since these are based on certain assumptions and expectation of future events, the company cannot give guarantee that these are accurate or will be realised.

BUSINESS STRATEGY:

Due to complete stoppage of activities at offices, sites and equipment, shops for more than two months on account of COVID-19 pandemic, the project completion schedules are likely to be adversely affected. All efforts are being made to minimize the adverse impact.

The boards of Directors of your Company are exploring the opportunity to raise and generate the financial resources as to crystallize the plans to expand business activities.

RISKS AND CONCERNS:

Your company is in the business of construction activities and engagement of labour for its projects. The Company is exposed to the fluctuations of economy and industry cycles / downturns. Even though the promoters are very much dedicated and concerned about the development of the company the operations of the company are largely influenced by the foresaid external factors beyond control of the management. To that extent the investors are exposed to the risks and the concerns for the return and investments.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company has proper policies and procedures in place to ensure proper controls, safeguarding of assets against loss and all transactions are authorized, recorded and reported correctly. These internal controls are also evaluated and monitored by the Statutory Auditors of the Company on a periodic basis and their reports are placed before the Audit Committee for its review and corrective actions and suggestions if any required. Suggestions for improvement are considered and the Audit Committee follows up on the corrective actions if any. In the opinion of the Audit Committee, the existing internal financial controls framework is adequate and operating effectively.

OUTLOOK:

While the Government has gradually eased restrictions, economic activities were muted in April and May 2020, also dented by the issue of migrant labour. The Government has unveiled a Rs. 20 lakh crore relief package that includes liquidity measures taken by the Reserve Bank of India (RBI) to counter the impact of the lockdown. The RBI has cut rates twice to record lows besides providing liquidity support and regulatory relief. The measures announced to support MSMEs will help small business across all the sectors.

CAUTIONARY STATEMENTS

Statement in the Directors Report and The Management Discussion & Analysis describing the companys objectives, projections, claims, disclaims, estimates, achievements are forward looking statements and progressive within the meaning of applicable security laws ,and regulations. Actual results may vary from these expressed or implied depending on the economic conditions, global recessionary trends Governmental policies, cost inflations, crude oil price movements and all other incidental factors affecting the performance of your company. Industry information contained in the Report, have been based on information gathered from various published and unpublished report and their accuracy, reliability and completeness cannot be assured.

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L27100GJ1989PLC012843
2. Registration Date 06th October, 1989
3. Name of the Company UTL INDUSTRIES LIMITED
4. Category/Sub-category of the Company Company Limited by Shares
5. Address of the Registered office & contact details 607, World Trade Centre, Sayajigunj, Vadodara-390005. GUJARAT
6. Whether listed company Yes
7. Name, Address & contact details of the Registrar & Transfer Agent, if any. M/S. PURVA SHARGISTRY (INDIA) PVT. LTD. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), Mumbai -400 011
Tel: 91-22-2301 6761 / 8261 Fax: 91-22-2301 2517
Email :support@purvashare.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Construction of commercial and non commercial buildings 99531229 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - N.A.

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
nil

A. Category Wise Shareholding

Category Of Shareholders

No Of Shares held at the beginning of year

No Of Shares held at the end of year

% Chang e

30/03/2019

31/03/2020

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
(a) Individuals/ HUF 453900 0 453900 1.38 453900 0 453900 1.38 0.00
(b) Central Govt 0 0 0 0 0 0 0 0 0
(c) State Govt(s) 0 0 0 0 0 0 0 0 0
(d) Bodies Corp. 0 0 0 0 0 0 0 0 0
(e) Banks / FI 0 0 0 0 0 0 0 0 0
(f) Any Other....
* DIRECTORS 0 0 0 0 0 0 0 0 0
* DIRECTORS RELATIVES 0 0 0 0 0 0 0 0 0
* PERSON ACTING IN CONCERN 0 0 0 0 0 0 0 0 0
Sub Total (A)(1): 453900 0 453900 1.38 453900 0 453900 1.38 0.00
(2) Foreign
(a) NRI Individuals 0 0 0 0 0 0 0 0 0
(b) Other Individuals 0 0 0 0 0 0 0 0 0
(c) Bodies Corp. 0 0 0 0 0 0 0 0 0
(d) Banks / FI 0 0 0 0 0 0 0 0 0
(e) Any Other.... 0 0 0 0 0 0 0 0 0
Sub Total (A)(2): 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 453900 0 453900 1.38 453900 0 453900 1.38 0.00
B. Public Shareholding
(1) Institutions
(a) Mutual Funds 0 0 0 0 0 0 0 0 0
(b) Banks FI 0 0 0 0 0 0 0 0 0
(c) Central Govt 0 0 0 0 0 0 0 0 0
(d) State Govt(s) 0 0 0 0 0 0 0 0 0
(e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(f) Insurance Companies 0 0 0 0 0 0 0 0 0
(g) FIIs 0 0 0 0 0 0 0 0 0
(h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
(i) Others (specify)
* U.T.I. 0 0 0 0 0 0 0 0 0
* FINANCIAL INSTITUTIONS 0 0 0 0 0 0 0 0 0
* I.D.B.I. 0 0 0 0 0 0 0 0 0
* I.C.I.C.I. 0 0 0 0 0 0 0 0 0
* GOVERMENT COMPANIES 0 0 0 0 0 0 0 0 0
* STATE FINANCIAL CORPORATION 0 0 0 0 0 0 0 0 0
* QUALIFIED FOREIGN INVESTOR 0 0 0 0 0 0 0 0 0
* ANY OTHER 0 0 0 0 0 0 0 0 0
* OTC DEALERS (BODIES CORPORATE) 0 0 0 0 0 0 0 0 0
* PRIVATE SECTOR BANKS 0 0 0 0 0 0 0 0 0
Sub-total (B)(1): 0 0 0 0 0 0 0 0 0
(2) Non-Institutions
(a) Bodies Corp.
(i) Indian 26655 126800 153455 0.47 50754 128700 179454 0.54 0.08
(ii) Overseas 0 0 0 0 0 0 0 0 0
(b) Individuals
(i) Individual shareholders 925168 1979600 2904768 8.81 1410476 1259200 2669676 8.10 -0.71
holding nominal share capital upto Rs. 1 lakh
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 29072100 0 29072100 88.22 28393117 702500 29095617 88.29 0.07
(c) Others (specify)
* UNCLAIMED OR SUSPENSE OR ESCROW ACCOUNT 0 0 0 0 0 0 0 0 0
* IEPF 0 0 0 0 0 0 0 0 0
* LLP 9200 0 9200 0.03 9200 0 9200 0.03 0.00
* FOREIGN NATIONALS 0 0 0 0 0 0 0 0 0
* QUALIFIED FOREIGN INVESTOR 0 0 0 0 0 0 0 0 0
* ALTERNATE INVESTMENT FUND 0 0 0 0 0 0 0 0 0
* N.R.I. 16562 34600 51162 0.16 16823 33600 50423 0.15 0.00
* FOREIGN CORPORATE BODIES 0 0 0 0 0 0 0 0 0
* TRUST 0 0 0 0 0 0 0 0 0
* HINDU UNDIVIDED FAMILY 278321 0 278321 0.84 495322 0 495322 1.50 0.66
* EMPLOYEE 0 0 0 0 0 0 0 0 0
* CLEARING MEMBERS 32094 0 32094 0.10 1408 0 1408 0.00 -0.09
* DEPOSITORY RECEIPTS 0 0 0 0 0 0 0 0 0
* OTHER DIRECTORS & RELATIVES 0 0 0 0 0 0 0 0 0
* MARKET MAKERS 0 0 0 0 0 0 0 0 0
Sub-total (B)(2): 30360100 2141000 32501100 98.62 30377100 2124000 32501100 98.62 0.00
Total Public Shareholding (B) = (B)(1)+(B)(2) 30360100 2141000 32501100 98.62 30377100 2124000 32501100 98.62 0.00
C. TOTSHR held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
GrandTotal(A + B + C) 30814000 2141000 32955000 100 30831000 2124000 32955000 100 0

B. Shareholding of Promoters

SL .. Shareholders Name No.

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share holding during the year

30/03/2019

31/03/2020

No of Shares % of Total Shares of the Company % of Shares Pledged / Encumbered to total shares No. of Shares % of Total Shares of the company % of Shares Pledged / Encumbered to total shares
PARIMAL RAMESHBHAI SHAH 423800 1.29 0.00 423800 1.29 0.00 0.00
RAKESH 2 RAMESHCHANDRA SHAH 25100 0.08 0.00 25100 0.08 0.00 0.00
_ NISHABEN RAKESHBHAI SHAH 5000 0.02 0.00 5000 0.02 0.00 0.00

C. Change in Promoters Shareholding:

SL Shareholders Name No.

Shareholding at the beginning of the year 30/03/2019

Cumulative Shareholding at the end of the year 31/03/2020

No of Shares % of Total Shares of the Company No. of Shares % change in share holding during the year Type
1 PARIMAL RAMESHBHAI SHAH 423800 1.29
31-03-2020 423800 1.29
2 RAKESH RAMESHCHANDRA SHAH 25100 0.08
31-03-2020 25100 0.08
3 NISHABEN RAKESHBHAI SHAH 5000 0.02
31-03-2020 5000 0.02

D. Shareholding Pattern of top ten Shareholders:

SL _ Shareholders Name No.

Shareholding at the beginning of the year 30/03/2019

Cumulative Shareholding at the end of the year 31/03/2020

No of Shares % of Total Shares of the Company No. of Shares % change in share holding during the year Type
1 DILIPBHAI OMPRAKASH AGRAWAL 1500000 4.55
31-03-2020 1500000 4.55
2 NIKETKUMAR DILIPBHAI AGRAWAL 1500000 4.55
31-03-2020 1500000 4.55
3 BHAVESH DILIPBHAI AGRAWAL 1500000 4.55
31-03-2020 1500000 4.55
4 PRIYANK KETANBHAI SHAH 1500000 4.55
31-03-2020 1500000 4.55
5 VISHAL KETANBHAI SHAH 1500000 4.55
03-05-2019 -50000 -0.15 1450000 4.40 Sell
31-03-2020 1450000 4.40
6 BINAL KETAN SHAH 1500000 4.55
31-03-2020 1500000 4.55
DHARMESHKUMAR RANJITSINGH CHORADIA 1500000 4.55
31-03-2020 1500000 4.55
8 LEELABEN DILIPBHAI AGRAWAL 1000000 3.03
31-03-2020 1000000 3.03
9 PREMILA LAHERCHAND SHAH 1000000 3.03
21-08-2019 192500 0.58 1192500 3.62 Buy
26-11-2019 510000 1.55 1702500 5.17 Buy
31-03-2020 1702500 5.17
10 SUNITABEN RAJESH AGRAWAL 1000000 3.03
31-03-2020 1000000 3.03
11 RAJESH RAMBHAROSE AGRAWAL 1000000 3.03
31-03-2020 1000000 3.03

E. Shareholding of Directors and Key Managerial Personnel:

SL No. Shareholders Name

Shareholding at the beginning of the year 30/03/2019

Cumulative Shareholding at the end of the year 31/03/2020

No of Shares % of Total Shares of the Company No. of Shares % change in share holding during the year Type
„ PARIMAL RAMESHBHAI SHAH 1 (Managing Director) 423800 1.29
31-03-2020 423800 1.29
2 BHAVIK VASANTBHAI PATEL (Chief Financial Officer) 0 0.00
31-03-2020 0 0.00
3 SHAILESH NANUBHAI NAIK (Company Secretary) 0 0.00
31-03-2020 0 0.00

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during the financial year
* Addition Nil Nil Nil Nil
* Reduction Nil Nil Nil Nil
Net Change Nil Nil Nil Nil
Indebtedness at the end of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration

Name of MD/WTD/ Manager/Compliance Officer

Total Amount
Parimal R. Shah Bhavik V Patel ---
1 Gross salary 2,76,000 4,94,000 Nil Nil 7,70,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Nil Nil Nil Nil Nil
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil Nil Nil
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil Nil Nil Nil Nil
2 Stock Option Nil Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil Nil
4 Commission Nil Nil Nil Nil Nil
- as % of profit
- others, specify...
5 Others, please specify Nil Nil Nil Nil Nil
Total (A) 2,76,000 4,94,000 Nil Nil 7,70,000
Ceiling as per the Act -- -- - - -

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)
A. COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. DIRECTORS
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil