25thANNUAL REPORT

(YEAR 2013 – 2014)

Formerly Known as Uni Tubes Limited

Email: utlindustries@gmail.com

Website: www.utlindustries.com

Registered Office: UNI TUBES LIMITED

607, WORLD TRADE CENTRE,

SAYAJIGUNJ, VADODARA – 390 005.

(GUJARAT) INDIA

Registered office:

UTL INDUSTRIES LIMITED

607, WORLD TRADE CENTRE,

SAYAJIGUNJ,

VADODARA – 390 005. (GUJARAT)

Phone: 91-265-2363496/97

Email: utlindustries@gmail.com

Website: www.utlindustries.com

Annual General Meeting

Date: 30/09/2014

Time: 11 am

Venue: At Regd. Office

Address As above

Auditors:

Parikh Shah Chotalia& Associates

105 Gajanand Complex Opp. Tube

Company, Old Padara Road.

Vadodara 390020

Ph: 0265-2341174

Share transfer Registrar

( R.T.A. )

PurvaSharegistry (India) Limited

9 Shiv Shakti Industrial Estate,

Lower Parel (E)

MUMBAI-400 011

Tel: 022-23018261

Email:purvashr@mtnl.net.in

IMPORTANT COMMUNICATION TO MEMBERS The Ministry of Company Affairs has taken a “Green Initiative in the Corporate Governance” byallowing paperless compliances by the Companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To supportthis green initiative of the Government in full measure, members who have not registered theire-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants.Members who hold shares in physical form are requested to register their e-mail ID with PurvaSharegistry (India) Limited 9 Shiv Shakti Industrial Estate, Lower Parel (E)

Mumbai-400 011

Email:purvashr@mtnl.net.in

BOARD OF DIRECTORS

PARIMAL R SHAH : EXECUTIVE DIRECTOR

UMESH GANDHI : EXECUTIVE DIRECTOR

SHAILESHNAIK : NON EXECUTIVE DIRECTOR

DILIPGAJJAR : NON EXECUTIVE DIRECTOR

DIRECTORS’ REPORT TO THE SHAREHOLDERS

Dear Shareholders,

UTL Industries Limited

Your Directors take immense pleasure in presenting their Twenty Fifth Directors’ Report together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE For the Financial Year Ended 31st March, 2014

(Rs. In Lacs)

P a r t I c u l a r s

Year Ended Year Ended

March 31, 2014 March 31, 2013

Profit/(Loss) before tax 2.31 1.57

Less: Provision for Taxation

Current Tax 0.44 0.30

Deferred Tax 0.00 0.00 Relating to earlier years 0.00 0.00

Profit/(Loss) after tax 1.87 1.27 Add: Balance brought forward from last year (434.88) (436.16)

Surplus available for appropriation 0.00 0.00

Less: Appropriations 0.00 0.00

Dividend on Equity Shares

Proposed 0.00 0.00

Interim 0.00 0.00

Dividend Distribution Tax 0.00 0.00

Transfer to General Reserve 0.00 0.00

Loss carried to Balance Sheet (433.01) (434.88)

During the year under review, your Company has made profit of Rs. 2.31 lacs as against profit after Tax of Rs. 1.27 lacs during the previous financial year.

OPERATIONS: Your Company is engaged only in trading activities. Due to the paucity of working capital it has not been possible to take up manufacturing activities.

The name of the Company was changed from Uni Tubes Limited to UTL Industries Limited in F.Y. 2012-13. DIVIDEND In view of losses no dividend is recommend for the year.

MANAGEMENT There is no Change in Management of during the year under review.

DIRECTORS There is no change in composition of Board during the year under review. In accordance with the requirements of Section 163 of the Companies Act, 2013., Umesh Gandhi, Director retires by rotation and being eligible for the reappointment. You are requested to reappoint him. None of the Directors of the Company is disqualified under section 164 of the Companies Act 2013. Details of the Directors seeking reappointment at the forth coming Annual General Meeting (In pursuance of clause 49 IV(G)(i) of the listing agreement)

Name Qualification Expertise Date of Birth Date of first Appointment

Shareholding in the co. as

on 31.03.2014

Umesh Gandhi

Under Graduate

More than 17 years’ experience in Administrative Engineering and Finance Industries.

01/10/1969 25/09/2008 NIL

AUDITORS M/sPARIKH SHAH CHOTALIA & ASSOCIATES Chartered Accountants, Vadodara hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 139 read with 141 of the Companies Act, 2013 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to reappoint the Auditors and fix their remuneration.

PARTICULARS OF EMPLOYEES There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of Companies Act, 1956.

PROSPECTS AND FUTURE OUTLOOK Your company is engaged in trading of metal products and now proposes to take up business of trading in commodities and metal. The future outlook of the company is depending on the efficient decisions and

appropriate buying and selling of products. With the vast experience and effective management your company expects good prospects and business opportunities in this business.

DIVERSIFICATION OF ACTIVITIES The company has chalked out ambitious plans for diversification in trading in wires, cables, Pre-fabricated Structural Steel for industrial, agricultural and domestic purpose. Your Board has further looking into the possibility of other trading activities related to commodities including agricultural products, precious metals, precious stones, diamonds, petroleum and energy products.

COMMENTS ON AUDITORS REPORT The notes referred to in the Auditor’s Report are self-explanatory and as such they do not call for any further explanation.

AUDITORS’ REPORT The Auditors’ Report to the shareholder does not contain any reservation, qualification or adverse remark.

DEPOSITS Your company has not accepted or invited any deposits under the provisions of Section 73 of Co.Act,2013.

STATUTORY INFORMATION The Company being basically in the trading sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 102 of the Companies Act, 2013, your directors confirm that:

In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

The Directors have 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 affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

The Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.

The Company has neither earned nor spent any foreign exchange during the year under review

ACKNOWLEDGEMENTS

Your Directors would like to thank various bodies and statutory authorities including bankers, SEBI, ROC, Stock Exchanges, etc. for their co-operation. Thanks are also due to the Shareholders for their co-operation and the confidence they reposed in the management.

INFORMATION UNDER SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2014.

I. CONSERVATION OF ENERGY

FORM “A” Your Company falls out of the purview of the list of Industries which are required

to furnish the necessary information in Form A. II. Disclosure of Particulars with respect to Technology Absorption, Adaptation and Innovation (To the

extent applicable) Form “B”

Current year Previous year 1) Research & Development ( R& D ) NIL NIL 2) Technology absorption, Adaptation and innovation NIL NIL

III. Foreign Exchange Earnings NIL NIL Outgo NIL NIL

Place : Vadodara Date : 29th AUGUST,2014

By Order of the Board of Directors For UTL Industries Limited

Sd/- Parimal Shah Managing Director

MANAGEMENT DISCUSSION ANALYSIS

SEGMENT WISE PERFORMANCE

INCOME FROM TRADING

The Company physically trades Metals and other allied products. It has stated widening its activities to deal in different ferrous and nonferrous products.

OUTLOOK

Your Company is one of the better players in the market and is having its presence in different business segment viz Agro-Commodities, Metals and other allied products. The company has also plan to envisage other viable projects and considering the same company is planning to change main object clause which widening scope.

Company will increase its profitability in the new sector of business also and thus the outlook of the Company on its new business segment is positive.

RISK & CONCERNS

Weathering risks ahead. The 2014 commodity market outlook is subject to a number of risks. For metals, prices depend importantly on economic conditions in China, which accounts for almost half of global metal consumption. Should conditions there deteriorate, metal prices could decline substantially. On agricultural commodities—most importantly, food—weather a key risk. Other major things that affect the overall economy of the country’s exchange rate fluctuation and crude price.

INTERNAL CONTROL SYSTEM

Your Company believes in formulating adequate and effective internal control systems and implementing the same strictly to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances.

Continuous review and implementation of best system that object the safeguard of company’s interest is the utmost task of your management. The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the report generated on Internal control system.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

Your Company continues to lay great stress on its most valuable resource - people. Continuous training, both on the job and in an academic setting, is a critical input to ensure that employees at all levels are fully equipped to deliver a wide variety of products and services to the customer of the Co.

CAUTIONARY STATEMENT

Statements in the Management Discussions and Analysis describing the Company’s objectives, projections, estimates, expectations may be forward looking statements. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Company’s performance include

economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws, statues and other incidental factors.

SUBSIDIARY COMPANIES

Your Company has no subsidiary Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the Public during the year under review.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the Company’s Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

CASH FLOW STATEMENT

The Cash Flow Statement for the year ended 31st March 2014 pursuant to Clause 32 (as amended) of the Listing Agreement with Stock Exchanges is annexed herewith.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

LISTING OF SHARES, PAYMENT OF LISTING FEES

The Company’s Equity Shares are presently listed on Bombay Stock Exchange Limited (BSE) and Vadodara Stock Exchange Limited (VSE). The Company has paid the annual listing fees for the year 2014-15 to BSE. Connectivity of Both NSDL and CDSl is taken by the company for demat of shares. The members are requested to take benefits of Demat facility for trading in to the shares of the company

ACKNOWLEDGMENT

Yours Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also on record their appreciation of the devoted services rendered by Directors.

Place : Vadodara Date : 29th AUGUST,2014

By Order of the Board of Directors For UTL Industries Limited

Sd/- Parimal Shah Managing Director

COMPLIANCE WITH CODE OF CONDUCT

The Company has put in place a code of conduct for its Board of Directors and senior management personnel. Declarations of compliance with the code of conduct have been received from all Board members and senior management personnel. A certificate to this effect from Mr.Parimal Shah, Director/CEO forms part of this Report.

CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT

Introduction

UTL Industries Limited has a vision for total customer satisfaction and enhancing stakeholders’ value. The Company’s philosophy on corporate governance revolves around fair and transparent governance and disclosure practices. This includes respect for human values, individual dignity, and adherence to honest, ethical and professional conduct.

Applicability

This Code of Conduct is applicable to the Members of the Board of Directors of the Company and Senior Management, defined as members of core management team excluding Board of Directors but including all functional heads (hereinafter collectively referred to as Senior Officers).

The Senior Officers shall confirm that they have received, read and understood the Code of Conduct, and agree to comply with the Code annually in the format specified.

The Code

Following are the covenants of the Code of Conduct for board members and senior management

Honest and Ethical Conduct: Senior Officers are expected to comply with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company with the highest standard of personal and professional integrity, honesty and ethical conduct.

Confidential Information: Senior Officers have to secure, preserve, safeguard and use discreetly, confidential information in the best interest of the Company. They should not divulge or communicate such information to third parties except when authorized for the business reasons.

Related Parties: Senior Officers should avoid conducting company business in any significant way with a relative (as defined in the Companies Act, 2013), or with a business in which a close relative is associated, without intimation to the Board of Directors.

Exclusivity: Senior Officers are expected to devote their full attention with integrity and honesty to the business interests of the Company. They are prohibited from engaging in any activity that interferes with his proper discharge of responsibilities of the Company, or is in conflict with or prejudicial to the interests of the Company.

Gratuities and Gifts: The Company’s policy prohibits the receipt of gifts and gratuities, particularly from individuals or firms with which the Company has business dealings. The only exception is the receipt of complementary items that carry Company’s name printed or embossed on it so as to clearly establish that it is a sales promotional item. To the extent possible all such gifts or hospitalities must be declined so as to ensure that Senior Officers are not put in an obligatory position vis-à-vis the company customer, supplier or trader.

Protection and Proper Use of Company's Assets: Senior Officers are responsible for effective control and appropriate use of all Company’s resources entrusted to them in the official discharge of their duty. Company's assets should be used only for legitimate business purposes.

Insider Trading: Senior Officers should abide by company’s insider trading policy in compliance with the SEBI (Prohibition of Insider Trading) Regulations 1992, as adopted by the Board of Directors of the Company.

Anti-Harassment Policy: The Senior Officers should adhere to and facilitate effective functioning of the Company’s mechanism for redressel of complaints of harassment of any nature as per laid down policies and principles.

Compliance with the Code: Any Senior Officer who knows or suspect violation of applicable laws, rules or regulations or this Code of Conduct, must immediately report such information to the HR Department. This will help safeguard company’s assets and reputation.

The Board of Directors of the Company shall designate appropriate person to determine appropriate action in case of violation of the Code.

Disclosures

(a)There are no transactions with related parties i.e. with Promoters, Directors, Management, Subsidiaries or Relatives that may have potential conflict of interest with the Company at large.

There has been no instance of non-compliance by the Company on any matter related to Capital Markets and hence the question of penalties or strictures being imposed on the Company by the Stock Exchange or SEBI or any Statutory Authority does not arise.

In Compliance with the Securities & Exchange Board of India (Prohibition of Insider Trading Regulations, 1992) as amended till date, on Prohibition of Insider Trading, the Company has a comprehensive Code of

Conduct and the same is being strictly adhered to by its management, staff and relevant business associates. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. However whistle blower policy has not been formed during the year under review. Further, we affirm that no personnel have been denied access to the Audit Committee.

Share Reconciliation Statement (Formerly known as Secretarial Audit Report):- A qualified Practicing Company Secretary carried out Secretarial Audit on quarterly basis to reconcile the total issued and listed capital. The secretarial audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and/or the total number of dematerialized shares held with NSDL and CDSL.

Disclosures on Non-Mandatory Requirements

The Company has adopted/complied with the following non-mandatory requirements as prescribed in Annexure I D to Clause 49 of Listing Agreement with the Stock Exchange :-

The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director.

We publish our quarterly results and half yearly results in widely circulated newspapers whereas we did not send half yearly results to any of shareholders.

The financial statements of the Company are unqualified.

The Board of Directors of the Company at its meeting held on 30th June 2009 has adopted the Whistle Blower Policy and appointed an ombudsperson. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Company’s Code of Conduct Policy. No Employee has been denied access to the Audit Committee.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the listing agreement, a report on corporate governance is given below:

1) COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE.

Corporate Governance deals with the laws, procedures, and practice to determine Company’s ability to take managerial decisions and in particular relations with Shareholders, Customers/Suppliers and Employees. The objective of Good Corporate Governance is to enhance the long-term shareholders value and maximize interest of other Shareholders. This in turn will lead to corporate growth and the actions of the management arising out of this Corporate Governance would create wealth for the Company as well as for Society at large.

2) BOARD OF DIRECTORS

The Company has balanced mix of executive and non-executive independent directors. As at 31.03.2014 the board of directors comprises of four directors of which two are non-executive directors.

During the year Five Board meetings were held and the gap between two meetings did not exceed 4 months. The Board meetings were held on 29/05/2013, 27/06/2013, 14/08/2013, 13/11/2013 & 12/02/2014 . (on 29/05/13 – for 12-13 audited results, on 27/06//13 – date , time and place fixation of ensuing AGM, on 14/08/13- for unaudited for june-13, on 13/11/13 – for sept-13 unaudited, on 12/02/14 – for dec-13 unaudited results)

None of the Directors on the Board is a member of more than 10 Committees & more than 5 Committees as Chairman.

The names and category of Directors on the Board, their attendance at Board meetings during the year and at the last Annual General Meetings and also the number of Directorships and Committee Memberships/Chairmanships held by them in other Companies are give below:

Name Category /Designation No. of outside Directorship and Committee membership / Chairmanship

Public Company

Private Company

Committee Membership

Chairmanship

Parimal Shah Promoters/Executive Director (M.D.)

1 1 1 1

Umesh Gandhi Executive Director Nil 2 NIL 1

ShaileshNaik Non-Executive Independent Director

Nil Nil 2 1

DilipGajjar Non-Executive Independent Director

Nil Nil 3 Nil

The Shareholding of the non-executive director in the company is as under:

Sr. Name of non-executive director No of Shares

1 Mr.Shailesh N. Naik 5000

2 MrDilipGujjar 0

3) Compliance Officer:

As per Clause 49 (i)(B) of the Listing Agreement, the Company has no pecuniary relationship or transaction with the non-executive Directors vis-à-vis the Company. Mr. Umesh Gandhi is the Compliance Officer for compliance with the requirement of SEBI Regulation and listing agreement.

4) Audit Committee:

The terms of reference of the Audit Committee is as per the guidelines set out in the listing agreement with the Stock Exchanges, read with Section 177 of the Companies Act, 2013.

Name of the Member Meetings held Attendance

Parimal Shah, Member 4 4

Shaileshchandra Naik, Non Exe. Ind. Director- Chairman 4 4

Dilip Gajjar, Non Exe. Ind. Director - Member 4 4

5) Remuneration Committee:

Two whole time directors are paid nominal remuneration as approved by the Board and the members. The

other non-Executive Directors are not taking sitting fees for attending the Board Meetings. The members of

the committees have decided not to take any sitting fee for the time being for committee meetings. In

addition Parimal Shah, Shailesh Naik, Dilip Gajjar and Umesh Gandhi have decided not to take any sitting fee

for the Board Meetings as well.

Details of Remuneration paid to the Directors:

Name of the Directors Salary (p.a)(Rs) Sitting Fee Total

Parimal R. Shah 2,16,000 - 2,16,000

Umesh R. Gandhi 1,32,000 - 1,32,000

Shaileshchandra N. Naik - - -

Dilip J. Gajjar - - -

Note: Salary includes Basic Salary, Allowances, Perquisites

The Directors have also decided not to receive the sitting fees in view of the financial position of the Company. The said committee comprises of three directors namely, Umesh Gandhi (as Chairman), Shailesh N.Naik and Dilip J. Gajjar (both are as members).

6) The Transfer and Investor Grievance Committee:

The investors/shareholders grievance committee comprises entirely of three Directors namely, Parimal Shah as Chairman and Shailesh N.Naik and Dilip J. Gajjar (both are as members). The Share transfer and investor grievance committee meeting were held during the year 2013-2014 on 29/05/2013,14/08/2013, 13/11/2013 & 12/02/2014.

All the complaints received from the Shareholders have been attended.

7) General Body Meetings The details are as under :

Date of AGM Location

30th September 2011 At the Registered office of the Company 25th September, 2012 At the Registered office of the Company 25th July, 2013 At the Registered office of the Company

8) Disclosures:

a) There are no applicable Disclosure of related partly transactions as required by the Accounting Standard18 as issued by ICAI. There are no material significant transactions with its promoters, as a Director or the management or relatives or subsidiaries that may have potential conflicts with the interest of the Company.

b) There is no non-compliance by the Company except the circumstantial delay caused, penalties, stricturesimposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to Capital market during the last 4 years.

9) General Shareholders information

Sr. No. Particulars Date

1. Annual General Meeting 30.09.2014 2. Dates of Book-closure 24.09.2014 to 30.09.2014 (Both days inclusive) 3. Record Date -- 4. Dividend Payment date N.A. 5. Listed on Stock Exchange BSE & VSE 6. Stock Code 500426 BSE

Address for communication: 607, World Trade Centre, Sayajigunj, Vadodara – 390 005. Phone : 0265-2363496 Email: utlindustries@gmail.com

CINNO : L27100GJ1989PLC012843 Given by Ministry of Corporate Affairs.

Financial Calendar : 2013 – 2014

First Quarterly Results : August – 2013

Second Quarterly Results

Third Quarterly Results :

: November2013

:February – 2014

Annual Results for the year Ended on 31.03.2014 : May – 2014

Share Transfer System: All transfer requests are received and processed by Share transfer Registrar(R.T.A. ) PurvaSharegistry (India) Limited after a careful scrutiny of the same for transfer or rejection, as the case may.

10) Distribution of Share Holding as on 31st March 2014

Shares Holding No.of Shareholder

Shareholders in % No of Shares Shares in %

Upto 5,000 1569 66.31 3829760 11.77

5001 - 10,000 340 14.37 3050020 9.37

100,01 - 20,000 194 8.20 3046920 9.36

20,001 - 30,000 133 5.62 3317000 10.19

30,001 - 40,000 34 1.44 1205000 3.70

40,001 - 50,000 35 1.48 1686000 5.18

50,001 - 1,00,000 24 1.01 1833000 5.63

1,00,001 - Above 37 1.56 14582300 44.80

2366 100 32550000 100

11. Shareholding pattern as on 31st March, 2014

Total Nominal Value: Rs.3255000 Total No. of Shares : 3255000 Nominal Value of each Shares: Rs.10/- Paid up Value of each Shares Rs.10/-

Category No. of Shares % of Shareholding

Indian Promoters & Group 453900 13.94

Mutual Funds &UTI 0 0 .00

FIIs 00 00

Banks & Financial Institution 00 00

Corporate Bodies 133781 4.11

Indian Public 2614719 80.33

NRIs/OCBs 52600 1.62

Total 3255000 100

12. Market Price data

Month High Price Low Price No.of Shares

April-2013 5.40 5.40 1000

June-2013 5.95 5.67 2

July- 2013 5.70 3.11 2,183

August-2013 2.96 2.65 4

Sept.- 2013 2.55 2.45 802

October-2013 2.33 2.33 1

December-2013 2.33 2.25 501

January-2014 2.47 2.36 700

Februar-2014 2.55 2.40 450

March-2014 3.02 2.62 305

Dematerialization of Shares as on 31st March, 2014 and Liquidity.

Shares Demated: NSDL: 354058 &CDSL: 63542 shares

Place : Vadodara Date : 29th AUGUST,2014

By Order of the Board of Directors For UTL Industries Limited

Sd/- Parimal Shah Managing Director

C E O C E R T I F I C A T E

We hereby certify that for the financial year ending 31st March, 2014 on the basis of the review of the financial statements and the cash flow statement and to the best of our knowledge and belief that :- These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws, regulations.There are, to the best of our knowledge and belief, no transactions entered into by the company during the year 2013-14 which are fraudulent, illegal or violate the Company’s code of conduct. We accept responsibility for establishing and maintaining internal controls. We have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee those deficiencies of which we areaware, in the design or operation of the internal control systems and that we have taken the required steps to rectify these deficiencies. We further certify that :-There have been no significant changes in internal control during this year.There have been no significant changes in accounting policies during this yearThere have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having a significant role in the Company’s internal control systems.

Place : Vadodara Date : 29th AUGUST,2014

By Order of the Board of Directors For UTL Industries Limited

Sd/- Parimal Shah Managing Director

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

I, Parimal Shah, Managing Director of the Company, hereby declare that the Company has adopted a code of conduct for its Board Members and senior management, at a meeting of the Board of Directors held on 29th September, 2008 and the Board Members and senior management have affirmed compliance with the Code of Conduct as applicable to them for the year ended 31st March, 2014.

Place : Vadodara Date : 29th AUGUST,2014

By Order of the Board of Directors For UTL Industries Limited

Sd/- Parimal Shah Managing Director

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To, Board of Directors of UTL Industries Limited (Formerly known as Uni Tubes Limited)

Vadodara.

We have examined the compliance of the conditions of Corporate Governance by UTL INDUSTRIES LIMITED for the year ended 31.03.2014 as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges.

The Compliance of the conditions of Corporate Governance is the responsibility of the company’s management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the Compliance of the conditions of Corporate Governance. It is neither an audit nor an expression on the financial statements of the Company.

In our opinion and to the best of our information, and according to the explanations given to us, we certify, that the Company has partly complied with the conditions of The Corporate Governance as stipulated in the above mentioned listing agreement.

We state that majority of the investor grievances were attended within one month as per maintained by the company.

We further state that such compliance is neither as assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Parikh Shah Chotalia& Associates

Chartered Accountants

s/d

CA Vijay Parikh

(Partner)

Membership No: 031773

Date: 28th August, 2014 F.R.N: 118493W Place: Vadodara

Independent Auditors’ Report

To The Members of UTL Industries Limited Report on the Financial Statements

01. We have audited the accompanying financial statements of UTL Industries Limited (formerly known as Uni-Tubes Ltd) (“the Company”), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended March 31, 2014 then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

02. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

03. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

04. An audit involves performing procedures to obtain audit evidence, about the

amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

05. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

06. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at

March 31, 2014; (b) In the case of the Statement of Profit and Loss, of the profit for the year ended

on that date; and (c) In the case of the Cash Flow Statement, of the cash flows for the year ended on

that date. Emphasis of Matter

07. We draw your attention to the following Non-provision of doubtful debts amount to Rs. 71,36,667/- and to that extent the profit for the year is overstated. Non provision of interest payable to National small Industries Corporation. (Refer Note “26”). Report on Other Legal and Regulatory Requirements

08. As required by the Companies (Auditor’s Report) Order, 2003 (“ the Order”) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

09. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash

Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

Place: Vadodara For Parikh Shah Chotalia& Associates Chartered Accountants

s/d CA Vijay Parikh (Partner)

Membership No: 031773 Date: 28th August, 2014 F.R.N: 118493W Place: Vadodara

` ` ` `

I. EQUITY AND LIABILITIES

1. Shareholder's funds

(a) Share Capital 2 3,25,50,000 3,25,50,000

(b) Reserves and Surplus 3 (4,20,42,547) (4,22,29,937)

(c) Money received against share warrants - -

(94,92,547) (96,79,937)

2. Share application money pending allotment

(To the extent not refundable)

3. Non- current liabilities

(a) Long-term borrowings - -

(b) Deferred Tax liabilities (Net)

(c) Other Long term liabilities -

(d) Long-term Provisions -

- -

4. Current Liabilities

(a) Short term borrowings 4 2,19,96,194 2,20,71,291

(b) Trade payables 5 6,18,07,978 1,28,503

(c) Other current liabilities 6 89,154 31,76,646

(d) Short term provisions 7 64,000 45,000

8,39,57,326 2,54,21,440 TOTAL 7,44,64,780 1,57,41,503

II ASSETS

1. Non-current assets

(a) Fixed assets -

(i) Tangible assets 8 61,990

(ii) Intangible assets

(iii) Capital work-in-progress - (iv) Intangible assets under development

(b) Non-current investments -

(c) Deferred tax assets (net)

(d) Long-term loans and advances 9 19,40,462 19,40,462

(e) Other non-current assets 10 71,36,667 84,87,678

91,39,119 1,04,28,140

2. Current assets

(a) Current investments -

(b) Inventories -

(c) Trade receivables 11 1,16,53,178

(d) Cash and Bank Balances 12 26,85,998 37,99,878

(e) Short-term loans and advances 13 5,09,86,485 14,23,485

(f) Other current assets 14 - 90,000

6,53,25,661 53,13,363 TOTAL 7,44,64,780 1,57,41,503

Significant accounting policies and notes to accounts 1

Notes on Accounts 2 to 31As per our report of even date

Parikh Shah Chotalia & Associates For and on behalf of the Board of Directors

Chartered Accountants

s/d s/d

s/d Parimal Shah Umesh Gandhi

Vijay M. Parikh. Director Director

Partner

Membership No.: 031773

Firm Registration No.: 118493W

Place : Vadodara Place: Vadodara

Date: 28th August, 2014 Date : 28.08.2014

UTL INDUSTRIES LTD.

BALANCE SHEET AS AT 31/03/14

PARTICULARSNote No.

On 31/03/13On 31/03/14

(FORMERLY KNOWN AS UNI TUBES LTD.)

SR. NO.

` ` ` `

I Revenue from operations:

Sale of Products 15 6,84,01,950 11,76,143

Other Operating Revenues - -

Less: Excise Duty - 6,84,01,950 11,76,143

II Other Income 16 29,75,742 29,75,742 11,82,050 11,82,050

III Total Revenue (I + II) 7,13,77,692 23,58,193

IV Expenses

Cost of Materials Consumed

Purchases of Stock in Trade 17 6,82,63,703 8,69,751

Employee benefits expense 18 5,97,000 4,68,000

Depreciation and amortization expense 8 1,911

Other expense 19 22,83,688 8,63,181

V Total Expense 7,11,46,302 22,00,932

VILoss / Profit before exceptional and extraordinary items and tax (III-IV) 2,31,390 1,57,261

VII Extraordinary items - -

VIII Loss / Profit before tax (VII-VIII) 2,31,390 1,57,261

IX Tax expense:

(1) Current tax 44,000 30,000

(2) Deferred tax

44,000 30,000

XLoss / Profit for the year from continuing operations (IX - X) 1,87,390 1,27,261

XIProfit for the period from discontinuing operations

XII Tax expense of discontinuing operations

XIIIProfit/(Loss) from discontinuing operations (after tax) (XII-XIII) - -

XIV Loss / Profit for the year (XI + XIV) 1,87,390 1,27,261

XV Earnings per equity share:

(1) Basic 0.06 0.04

(2) Diluted 0.06 0.04

Number of Equity Shares ( Face value Rs 10/ Each)

Significant accounting policies and notes to accounts 1 Notes on Accounts 2 to 31

As per our report of even date

Parikh Shah Chotalia & Associates For and on behalf of the Board of Directors

Chartered Accountants

s/d s/d

s/d Parimal Shah Umesh Gandhi

Vijay M. Parikh. Director Director

Partner

Membership No.: 031773

Firm Registration No.: 118493W

Place : Vadodara Place: Vadodara

Date:28/08/2014 Date : 28.08.2014

SR. NO.

Upto 31/03/14 Upto 31/03/13

UTL INDUSTRIES LTD.

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31/03/14

PARTICULARSNote No.

(FORMERLY KNOWN AS UNI TUBES LTD.)

NOTE 1: Statement of Significant Accounting Policies and Practices (Annexed to and forming part of the financial statement for the year ended 31st March, 2014) .

A. Basis of Presentation

The accounts have been prepared using historical cost convention and on the

basis of a going concern, with revenues recognised and expenses accounted

for on accrual (including for committed obligations), in accordance with the

accounting standard prescribed in the Companies (Accounting Standards)

Rules, 2006 issued by the Central Government, in consultation with the

National Advisory Committee on Accounting Standards, to the extent

applicable. Where changes in presentation are made, comparative figures for

the previous year are regrouped accordingly.

B. Use of Estimates:

The preparation of financial statements in conformity with generally accepted

accounting principles requires estimates and assumptions to be made that

affect the reported amount of assets and liabilities on the date of the financial

statements and the reported amounts of revenues and expenses during the

reporting period. Differences between actual results and estimates are

recognised in the period in which the results are known/ materialised.

C. Recognition of Income and Expenditure:

a) Revenues/Incomes and Costs/ Expenditure are generally accounted on

accrual, as they are earned or incurred.

b) Sale of goods is recognized on transfer of property in goods or on transfer of

significant risks and reward of ownership to the buyer, which is generally on

despatch of goods.

D. Employee Benefits:

Gratuity and Earned Privilege Leaves are the retirement benefits available to

the employees and the same have been determined on accrual basis. There are

no eligible employees entitled for such benefits and therefore no provision has

been made in respect of such benefits.

E. Accounting for Taxes on Income

Provision for current year Income Tax Expense compresses of Minimum

Alternate Tax made on the basis of the assessable income at the tax rate

applicable to the relevant assessment year.

F. Accounting for Deferred Taxes

In compliance with Accounting Standard 22 on Taxes on income issued by the

Institute of Chartered Accountants of India, the Company has not disclosed net

deferred tax liability as there is no certainty of sufficient taxable income being

available against which such deferred tax assets can be realised.

G. Contingencies and Events occurring after the date of Balance Sheet

a) Accounting for contingencies (gains and loss) arising out of contractual

obligations are made only on the basis of mutual acceptances.

b) Where material, events occurring after the date of Balance Sheet are

considered up to the date of adoption of the accounts.

NOTES FORMING PART OF ACCOUNTS

` ` ` `

NOTE `2'

SHARE CAPITAL

-Authorised

35,00,000 Equity Shares of Rs.10/- each 3,50,00,000 3,50,00,000

[Previous Year :3500000 Equity Shares of Rs.10/- each]

-Issued, Subscribed and Paid up

32,55,000 Equity Shares of Rs.10/- each fully paid-up. 3,25,50,000 3,25,50,000

[Previous Year : 3255000 Equity Shares of Rs.10/- each]

TOTAL 3,25,50,000 3,25,50,000

A) TERMS AND RIGHT ATTACH TO EQUITY SHARES

i) The Company has only one class of Equity Share haing a par value of Rs 10 per Shares. Each holder of equity share is entitled

to one vote per share

ii) In the event of liquidation, the holder of the equity shares will be entitled to receive remaining assetes of the company after

distribution of prefrential amounts. The distribution will be in proporation to the number of equity shares held by the Share

holders.

Reconciliation of Equity Shares

Particulars In Nos In Nos

Equity Shares at the beginnig of the Year 32,55,000 32,55,000

Add: Shares Issued - -

Equity Shares at the end of the Year 32,55,000 32,55,000

In Value Amount Amount

Equity Shares at the beginnig of the Year 3,25,50,000 2,87,01,500

Add: Shares Issued/ Calls in arrears - 38,48,500

Equity Shares at the end of the Year 3,25,50,000 3,25,50,000

List of Share holders having 5% or more Shares (In Nos)

Name Of Shareholders In Nos In % In Nos In %

Mr Parimal R Shah 2,75,620 8.47 2,75,620 8.47

Particulars

March 31, 2014 March 31, 2013

` ` ` `

NOTE `3'

RESERVES AND SURPLUS

Profit and Loss Account

Opening Balance ( Debit ) (4,34,88,406) (4,36,15,667)

Less/Add: Profit/ Loss during the year 1,87,390 1,27,261

Closing Balance ( Debit ) (4,33,01,016) (4,34,88,406)

Other reserve

Subsidy: - -

Opening Balance 12,58,469 12,58,469

Add: Addition during the Year - - -

Less: Utilisation during the Year - - -

Closing Balance 12,58,469 12,58,469

TOTAL (4,20,42,547) (4,22,29,937)

` ` ` `

NOTE `4'

SHORT TERM BORROWINGS

-Secured

Loans repayable on demand

From Union Bank of India - -

[Secured by way of Hypothecation of Inventory and Receivables

of the Company and also secured by way of personal guarantee

of one of the Directors of the Company )

From National Smal Industries Corporation 1,75,07,713 1,75,07,713

[Refer Note No. "24"

Unsecured

Loans repayable on demand

Loans and advances - -

From Related Parties 10,88,481 11,63,578

From Others 3,00,000 3,00,000

From Companies 31,00,000 44,88,481 31,00,000 45,63,578

There is a continuing default in repayment of dues to

National Small Industries Corporation since F.Y. 1997-98 2,19,96,194 2,20,71,291

` ` ` `

NOTE `5'

TRADE PAYABLES

Trade Payables

For Goods 6,16,84,086 -

For Expenses 1,16,705 1,27,143

6,18,00,791 1,27,143

Others

For Statutory Dues 7,187 1,360

For Advances from Customers - -

7,187 1,360

TOTAL 6,18,07,978 1,28,503

Particulars

Particulars

Particulars

March 31, 2013

March 31, 2013

March 31, 2014 March 31, 2013

March 31, 2014

March 31, 2014

` ` ` `

NOTE `6'

OTHER CURRENT LIABILITIES

Current maturities of long term debt

-From Gujarat State Financial Corporation - 30,87,492

[Secured by way of Hypothecation of all movable assets of

the Company both future and present and personal guarantee

of one of the Directors of the Company )

[ Repayable within one year Rs 3087492/-] [ Previous Year

Rs. 3958778/-]

- From Gujarat Industrial Development Corporation 89,154 89,154

TOTAL 89,154 31,76,646

` ` ` `

NOTE `7'

SHORT TERM PROVISIONS

Provision for Employee Benefits - -

Provisions for Audit Fees 20,000 15,000

Provision for Taxation 44,000 30,000

TOTAL 64,000 45,000

` ` ` `

NOTE '9'

LONG TERM LOANS AND ADVANCES

Unsecured Considered doubtful:

Security Deposits 1,06,842 1,06,842

Other Loans and Advances 18,33,620 18,33,620

TOTAL 19,40,462 19,40,462

` ` ` `

NOTE `10'

OTHER NON CURRENT ASSETS

Long Term Trade Receivables

Unsecured Considered Doubtful

Over Six Months 1,63,37,781 1,76,88,792

Less: Provision for Doubtful Debts 92,01,114 92,01,114

TOTAL 71,36,667 84,87,678

` ` ` `

NOTE '11'

TRADE RECEIVBLE(Unsecured & Considered Good)

Over Six Month

Good - -

Doubtful - -

Below Six Months

Good 1,16,53,178

Doubtful -

TOTAL 1,16,53,178

Particulars

Particulars

Particulars

Particulars

Particulars

March 31, 2014 March 31, 2013

March 31, 2014 March 31, 2013

March 31, 2014

March 31, 2014

March 31, 2013

March 31, 2014 March 31, 2013

March 31, 2013

` ` ` `

NOTE `12'

CASH AND BANK BALANCES

-Cash and Cash Equivalents

Balance with Banks 26,03,586 22,28,227

Cash on Hand 82,412 15,71,651

TOTAL 26,85,998 37,99,878

` ` ` `

NOTE '13'

SHORT TERM LOANS AND ADVANCES

Unsecured, Considered Good

Loans and Advances to Releted Parties - 3,75,000

Security Deposit

VAT Deposit 35,000 35,000

Other Loans and Advances 5,09,51,485 10,13,485

5,09,86,485 10,48,485

TOTAL 5,09,86,485 14,23,485

` ` ` `

NOTE '14'

OTHER CURRENT ASSETS

Advance against Materials - 90,000

TOTAL - 90,000

` ` ` `

NOTE `15'

REVENUE FROM OPERATION

Indigenous Sales

Manufactured Goods - -

Traded Goods

Vegetables 3,41,439 1176143 -

Ferrous and Non-Ferrous Metals 6,80,60,511 6,84,01,950 - 11,76,143

Export Sales

Other Operating Revenues - -

TOTAL 6,84,01,950 11,76,143

Particulars

Particulars

Particulars

Particulars

For the period As On 31/03/14 For the period As On 31/03/13

March 31, 2014 March 31, 2013

March 31, 2014 March 31, 2013

March 31, 2014 March 31, 2013

` ` ` `

NOTE `16'

OTHER INCOME

Liabilities Written Back 29,75,742 10,00,150

Share Speculation Loss - (6,434)

Profit on Derivative Activities - 1,88,334

TOTAL 29,75,742 11,82,050

` ` ` `

NOTE `17'

Cost of Trading Materials/ Shares Sold

Stock at Commencement - -

Purchase of Trading Materials/ Shares

Vegetables 2,63,673 7,66,500

Ferrous and Non Ferrous Metal 6,79,43,927 -

Freight and Octroi on Trading Materials 56,102 1,03,250

Less : Stock at Close -

TOTAL 6,82,63,703 8,69,751

` ` ` `

NOTE `18'

EMPLOYEE BENEFITS EXPENSES

Salaries, Wages, Bonus etc. 2,49,000 2,28,000

Contribution to P.F, E.S.I and Other Statutory Funds

Director's Remuneration 3,48,000 2,40,000

TOTAL 5,97,000 4,68,000

` ` ` `

NOTE `19'

OTHER EXPENSES

Office Expenses 67,906 14,431

Printing & Stationery 53,661 30,234

Postage & Telephone 1,03,507 13,000

Electricity Charges - 11,265

Conveyance Expenses 89,743 16,940

Advertisement Expenses 13,607 12,870

Bad Debts 13,51,011 6,00,958

Rent Expense 2,16,000 -

Interest on Tax 3,560 -

Bank charges & Commision 197 4,804

Listing Fees 30,503 29,376

Fairness Report Exp 56,180 -

Filing Fees 11,113 7,500

Audit Fees 20,000 15,000

CustodianFees - 7,609

Professional Fees 1,18,643 99,194

Income Tax 7,610 -

Procesing Fees to BSE 1,40,450 -

Round off (3)

TOTAL 22,83,688 8,63,181

Particulars

Particulars

Particulars

ParticularsFor the period As On 31/03/14 For the period As On 31/03/13

For the period As On 31/03/14 For the period As On 31/03/13

For the period As On 31/03/14 For the period As On 31/03/13

For the period As On 31/03/14 For the period As On 31/03/13

20. Contingent Liabilities:

Contingent Liabilities :

a. Claims against the company not

acknowledged as debt

b. Guarantees

c. Other money for which the company is

contingently liable

0

0

0

0

0

0

21. Details of Auditors’ Remuneration

Sr.

No.

Fees in respect of ….. 2013-14

Rupees

2012-13

Rupees

i) Statutory Audit 15,000 10,000

ii) Tax Audit 0 0

iii)

iv)

Taxation Matters

Others

5,000

0

5,000

0

Total 20,000 15,000

22. Sales Value in respect of each class of goods dealt with, by the Company

(Amount in Rupees)

Particulars Sales

Values

F.Y.2013-

14

Closing

Inventory

F.Y.2013-

14

Opening

Inventory

F.Y.2013-

14

Sales

Values

F.Y.2012-

13

Closing

Inventory

F.Y.2012-

13

Opening

Inventory

F.Y.2012-

13

Traded Goods

A Vegetables

B Ferrous and

Non Ferrous

Metals

3,41,439

6,80,60,511

NIL

NIL

NIL

NIL

11,76,143

NIL

NIL

NIL

NIL

NIL

Total 6,84,01,950 NIL NIL 11,76,143 NIL NIL

23. Value in regard to class of goods purchased by the Company:

Particulars Purchases

F.Y.2013-14

Purchases

F.Y.2012-13

Goods Purchased

A Vegetables

B Ferrous and Non Ferrous

Metals

3,19,775

6,79,43,928

8,69,751

NIL

Total 6,82,07,601 8,69,751

24. Calculation of Earnings Per Share (Basic - EPS)

Sr No. Particulars 2013-14 2012-13

A Net Profit / Loss attributable to Equity Share

Holders

1,87,391 1,27,261

B Avg. Number of Equity Shares 3255000 3255000

C Basic Earnings Per Share 0.06 0.04

25. Related party Disclosures:

Sr.

No.

Name of Related Parties Nature of Relationship

1 Parimal R Shah Key Management Personnel

2 Umesh Gandhi Key Management Personnel

3 Pro Leasing and Finance Limited Company in which Director is Director

Nature of transaction: Key Management Personnel/

Director

Company in which

Director is Director As on

31.03.2014

Transaction During the Year:

Remuneration (Referred

above no. 1 and 2)

348,000

-

348,000

Balance as at 31st March, 2014

Unsecured Loans:

Referred above no. 1

Short Term Advances

Referred above no. 3

10,29,921

-

-

58,560 (Cr.)

10,29,921

58,560

26. Segment Information:

Particulars Vegetables Ferrous and Non Ferrous

Metals

Total

Current

Year

Previous

Year

Current

Year

Previous

Year

Current

Year

Previous

Year

Sales

Less: Purchases

3,41,439

3,19,775

11,76,143

8,69,751

6,80,60,511

6,79,43,928

NIL

NIL

6,84,01,950

6,82,63,703

11,76,143

8,69,751

Segment Result 21,664 3,06,392 1,16,583 NIL 1,38,247 3,06,392

Add: Unallocated

Income

- - - - 29,75,742 11,88,484

Less: Allocated/ Un

allocated Expenses

- - - - 29,26,597 13,67,615

Net Profit - - - - 1,87,392 1,27,261

27. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value

stated if realised in the ordinary course of business. Provisions for all known liabilities are adequate

and not in excess of the amount reasonably necessary.

28. Letters seeking confirmation of balances outstanding from Banks, Debtors, Creditors and others are

not being issued. Accordingly balances as on 31St

March 2014 as appearing in books of account have

been recognised and are subject to reconciliation / adjustment if any, when the accounts of the

concerned parties are reconciled and settled.

29. The company has availed facilities under Raw Material Assistance Schema from National small

Industries Corporation (N.S.I.C.) during the year 1996. The Company has defaulted in making

payment to N.S.I.C. since the year 1997-1998. No interest has been provided in the books for the year

2013-14 on outstanding amount of Rs.1,75,07,713/- as on 01.04.2013 in absence of details.

30. The Company is “SICK” within the meaning of clause (0) of sub-section (1) of section 3 of Sick

industrial Companies ( Special Provision) Act 1985 (SICA), However as the company is Small Scale

Industry, it is not eligible for making reference to Board for Industrial Financial Reconstruction for

declaration of Company as “Sick Industrial Undertaking”.

31. Figures of the previous year have been regrouped/ rearranged/ reclassified wherever necessary to

correspond with the classification of the current period

.

As per our attached Report of even date For and on behalf of the Board

For Parikh Shah Chotalia & Associates

Chartered Accountants

s/d s/d s/d

CA. Vijay Parikh Parimal Shah Umesh Gandhi

Partner Director Director

Membership No.: 031773

F.R.N. :118493W

Place: Vadodara. Place: Vadodara

Date: 28th

August, 2014 Date: 28.08.2014

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 8 of the Auditors’ Report of even date to the members of UTL Industries Limited (formerly known as Uni-Tubes Ltd) on the financial statement for the year ended 31st March, 2014

01.

a. The Company has maintained records showing the particulars of its fixed assets. The fixed asset register is in the process of being updated.

b. The management during the year has physically verified the fixed assets. Under the circumstances discrepancies, if any, in the fixed assets have not been ascertained.

c. As informed to us, the Company has not disposed off substantial part of its fixed

assets during the year and the going concern status of the Company is not affected.

02. In respect of the loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956 ;

a) The Company has taken short term loans from parties covered under Section 301 of

the Companies Act 1956. In respect of the said loans, the maximum outstanding at any time during the year was Rs. 11,78,578/- and the yearend balance is Rs. 10,88,481/-.

b) In our opinion and according to the information and explanations given to us, the terms and conditions of the short term loans given/ taken by the Company, are not prima facie prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and there is no repayment schedule therefore the question of overdue amounts does not arise.

03. In our opinion, and according to the information and explanations given to us, existing

internal control procedures are inadequate and not commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

04.

a. According to the information and explanation given to us, there were no

transactions during the year that need to be entered into the register maintained under section 301 of the Act.

b. In view of clause (3) (a) above, no comments are offered with regard to transactions having been made at prices that are reasonable as compared to prevailing market price.

05. The company has not accepted any deposits from the public during the year within the meaning of Sec. 58A and 58AA of the Act and the Rules framed there under.

06. The existing internal audit system is inadequate in relation to the size of the Company and nature of its business.

07. The company has not incurred cash loss during the year ended on March 31, 2014; the

accumulated loss at the end of the financial year was more than fifty percent of the net worth of the company as at March 31, 2014.

08. The company has defaulted in repayment of its dues to National Small Industries

Corporation.

09. As informed to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares and other securities. Therefore, the provision of Clause 4(xii) of the Order is not applicable to the Company.

10. As the provision of any special statute applicable to chit fund or a nidhi fund or mutual

benefit fund / societies are not applicable to the Company, the provisions of clause 4 (xiii) of the Order is not applicable to the company.

11. According to the information and explanation given to us the Company has not given

any guarantee for loans taken by others from Bank or Financial Institutions.

12. The Company has not obtained any term loans from any bank or financial institutions during the year under review.

13. The Company has not made any preferential allotment of shares to parties and

companies covered in the register maintained under Section 301 of the Act during the year. Accordingly the provision of Clause 4(xviii) of the Order is not applicable to the Company.

14. The Company has not raised any money by public issue during the year. Accordingly,

the provision of Clause 4(xx) of the Order is not applicable to the Company.

15. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

16. No comments are offered on Clause No 4 (ii) (a), (b), (c), 4 (viii), 4 (ix) (a) (b), 4 (xiv), 4(xvii) and 4(xix) of the Companies (Auditor's Report) Order, 2003 (CARO) as they arenot applicable to the company.

For Parikh Shah Chotalia& Associates Chartered Accountants

s/dCA Vijay Parikh

(Partner) Membership No: 031773

Date: 28th August, 2014 F.R.N: 118493W Place: Vadodara

2013-14 2012-13

` `

(A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/Loss Before tax as per Profit & Loss A/C 2,31,390 1,57,261

ADJUSTMENTS FOR :

Depreciation 0 0

Interest paid 0 0

Interest Income 0 0

Sale of Fixed Assets 0 0Operating Profit Before Working 2,31,390 1,57,261

Capital Changes and Extraordinary Items

ADJUSTMENTS FOR :

Trade Recievables -1,16,53,178 5,28,584

Short Term Loans and Advance -4,95,63,000 -14,23,485

Other Current Assets 90,000 -90,000

Other Non Current Assets 13,51,011 0

Short Term Borrowings -75,097 -8,71,286

Creditors 6,16,79,475 60,350

Other Current Liabilities -30,87,492 0

Short Term Provision 19,000 30,000Cash Generated From Operations -12,39,281 -17,65,837

Interest paid 0 0

Cash Flow Before Extraordinary Items -10,07,890 -16,08,576

Extraordinery Items

Deferred Tax Liability 0 0

Taxation 44,000 30,000Net Cash From Operating Activities ( A ) -10,51,890 -16,38,576

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed assets 61,990 0

Interest Income 0 0

Sale of Fixed Assets 0

NET USED IN INVESTING ACTIVITIES ( B ) 61,990 0

(C) CASH FLOW FROM FINANCING ACTIVITIES

Long Term Loans and Advances 0 0

Borrowings 17,49,850

Share Capital 0 0

NET CASH FROM FINANCING ACTIVITIES ( C ) 0 17,49,850

NET CHANGES IN CASH AND CASH EQUIVALENT(A+B+C) -11,13,880 1,11,274

Cash and Cash Equivalents (Opening) 37,99,878 36,88,604

Cash & Cash Equivalents (Closing) 26,85,998 37,99,878

UTL INDUSTRIES LTD.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

PARTICULARS

(FORMERLY KNOWN AS UNI TUBES LTD.)

Book-Post

If undelivered to:

Registerd office:

UTL INDUSTRIES LIMITED 607, WORLD TRADE CENTRE,

SAYAJIGUNJ, VADODARA – 390 005. (GUJARAT)

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