UTL Industries Ltd Directors Report

TO

THE MEMBERS,

M/S UTL INDUSTRIES LIMITED

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 Directors 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 arms 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 Companys 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 Companys 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 Firms 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 Directors 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 Companys 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 Companys 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 Employees 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 Companys 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 Companys 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: 24th May, 2024