UNI TUBES LIMITED - UTL Industries · 2018-07-25 · 9 Shiv Shakti Industrial Estate, Lower Parel...

24thANNUAL REPORT

(YEAR 2012 – 2013)

UNI TUBES LIMITED

Email: [email protected]

Website: www.unitubes.co.in

PDF processed with CutePDF evaluation edition www.CutePDF.com

http://www.cutepdf.com

Registered Office: UNI TUBES LIMITED

607, WORLD TRADE CENTRE,

SAYAJIGUNJ, VADODARA – 390 005.

(GUJARAT) INDIA

Registered office:

UNI TUBES LIMITED

607, WORLD TRADE CENTRE,

SAYAJIGUNJ,

VADODARA – 390 005. (GUJARAT)

Phone: 91-265-2363496/97

Email: [email protected]

Website: www.unitubes.co.in

Annual General Meeting

Date: 25/07/2013

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: 0265-3087743

Share transfer Registrar

( R.T.A. )

PurvaSharegistry (India) Limited

9 Shiv Shakti Industrial Estate,

Lower Parel (E)

MUMBAI-400 011

Tel: 022-23018261

Email:[email protected]

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:[email protected]

BOARD OF DIRECTORS

PARIMAL R SHAH : EXECUTIVE DIRECTOR

UMESH GANDHI : EXECUTIVE DIRECTOR

SHAILESHNAIK : NON EXECUTIVE DIRECTOR

DILIPGAJJAR : NON EXECUTIVE DIRECTOR

BIPIN MISHRA : NON EXECUTIVE DIRECTOR

mailto:[email protected]

http://www.unitubes.co.in/

N O T I C E

NOTICE is hereby given that the Annual General Meeting of the Members of Uni Tubes Limited will be held on 25th July 2013 at Registered office 607 World Trade Center, Sayajigunj, Vadodara Gujarat INDIA 390005 at 11.00 A M to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2013 and Profit and Loss Account for the period ended on that date together with the Director’s Report and Auditor’s Report thereon.

2. To appoint a Director in place of Mr.ShaieshNaik, who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint Auditors of the Company and to fix their remuneration.

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to section 100 of the Companies Act,1956 and subject to the confirmation of the High Court of Gujarat, Ahmedabad, the paid up capital of the company be reduced from Rs.3,25,50,000/-divided into3255000 equity shares of Rs. 10/-each fully paid up to Rs. 32,55,000/- divided into 3255000 equity shares of Re. 1/-each fully paid up and that such reduction be effected by cancelling the capital which has been lost or is unrepresented by available tangible assets, to the extent of Rs. 9/- per share upon each of the 32,55,000 equity shares which have been issued and by reducing the nominal amount of all the shares in the capital of the company from Rs. 10/- to Re. 1/-share.

“RESOLVED FURTHER THAT pursuant to section 94 read with section 16 of the Companies Act.1956 the consequential amendments/alterations to be made in the capital clause of the Memorandum of Association of the company after the said reduction becomes operative and effective.

“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorised on behalf of the Company to take all actions and do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient and is further authorised to delegate all or any of the powers conferred by this resolution on it, to any committee of Directors, any other Director(s) or officer(s) of the Company to give effect to the aforesaid resolution.”

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT subject to the approval of the Central Government /The Registrar of the Companies under section 21 of the Companies Act,1956 and other applicable provisions of the Law time being in force and subject to such conditions, restrictions etc as may be imposed while granting such approval, the name of the company be changed from Uni-Tubes Limited to UTL Industries Limited.

“RESOLVED FURTHER THAT in the Memorandum of Association and in the Articles of Association of the Company wherever, the name of the Company appears as “ Uni Tubes Limited” the same shall be replaced by new name made available by the Registrar of Companies, Gujarat

“RESOLVED FURTHER THATMrParimal Shah, director of the company is hereby authorized to apply for change of the name proposed to be adopted and also to sign the application or others forms as may be required digitally on behalf of the company

Place : Vadodara Date : 10th July,,2013

By Order of the Board of Directors For Uni tubes Limited

Sd/- Parimal Shah

Director

Notes:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF.

The proxy need not be a member of the company.

The instrument appointing proxies should however be deposited at the registered office of the company not later than 48 hours before the commencement of the meeting. Corporate members intending to send their authorized representatives are requested to send a duly certified copy of the board resolution authorizing their representatives to attend and vote at the annual general meeting.

An explanatory statement pursuant to section 173(2) of the companies act, 1956, relating to the special business is annexed hereto.

The register of members and share transfer books of the company shall remain closed from 23/7/2013 to 25/7/2013(both days inclusive).

EXPLANATORY STATEMENT [Pursuant to Section 173(2) of the Companies Act, 1956]

ITEM NO. 4

The reduction of capital in the manner proposed will enable the Company to have a rational capital structure which is commensurate with its remaining business and assets.

The proposed reduction will be for the benefit of the Company and its shareholders, creditors and all concerned as a whole. Such reduction will also not cause any prejudice to the creditors of the Company. The reduction of capital does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up capital. The creditors of the Company are in no way affected by the proposed reduction of the share capital. Further, the proposed adjustment would not in any way adversely affect the ordinary operations of the Company or the ability of the Company to honor its commitments or to pay its debts in the ordinary course of business. The reduction as aforesaid shall be effected as an integral part of the Scheme in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act to reflect the correct position of the capital on the company duly represented by its assets. The separate meeting shall be called and held to consider the resolution for reduction of share capital of the Company pursuant to the provisions of section 100 of the Act. if so directed by the Hon’ble High Court.

The resolution is subject to the confirmation of the Hon’ble High Court of Gujarat at Ahmedabad. After obtaining approval of the shareholders, the Company will approach the Hon’ble High Court of Gujarat at Ahmedabad for its confirmation. The Board of Directors recommends adoption of the said resolution.

None of the Directors of the Company is concerned or interested in the resolution except to the extent of their shareholding in the Company.

The documents referred to in this notice/explanatory statement are open for inspection by any Member at the Registered Office of the Company during the Company’s business hours on any working day up to the date of the Extraordinary General Meeting.

ITEM NO. 5

During the last Couple of years the members have observed that company is diversifying its core activities in number of other products and the sources of income from purely tube related products is reducing consistently. The company is also planning to change Main object clause by addition of other activities in Main Object as set out at item number four. The existing name limits the presentation of company in the market as manufacturer of tubes only. It is therefore felt that in this severely competitive market environment there is a need to change the name which represent companies role in the manufacture &/or trading of different products related to fittings, pipes and tubes.

In view of this, the Board of Directors of the company in its meeting held on 17th June 2013, considered and approved placing before the shareholders the change of name of the company to “UTL Industries Limited” or such other as approved by Registrar of Companies..

Further the change in the name of the company requires suitable changes in the Memorandum & Articles of Association ( MOA&AoA) of the company for replacing the old name wherever it appears in the MOA &AOA with the new name.

Accordingly suitable resolutions are placed before the members and shareholders for their consideration.

None of the Directors are connected or interested in the above resolution.

Place : Vadodara Date : 10th July,2013


Sd/- Parimal Shah

Director

Registered Office :

607, World Trade Centre Sayajigunj. Vadodara 390005

DIRECTORS’ REPORT TO THE SHAREHOLDERS

Dear Shareholders,

Uni Tubes Limited

Your Directors take immense pleasure in presenting their Twenty Fourth Directors’ Report together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL PERFORMANCE

For the Financial Year Ended 31st March, 2013

(Rs. In Lacs)

P a r t I c u l a r s

Year Ended Year Ended

March 31, 2013 March 31, 2012

Profit/(Loss) before tax 1.57 (08.85) Less: Provision for Taxation Current Tax 0.30 0.00 Deferred Tax 0.00 0.00 Relating to earlier years 0.00 0.00

Profit/(Loss) after tax 1.27 (08.85) Add: Balance brought forward from last year (436.16) (427.29) Surplus available for appropriation 0.00 12.58

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 (434.88) (423.57)

During the year under review, your Company has made profit of Rs.1.27 lacs as against loss after Tax of Rs.8.85 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 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 256 of the Companies Act, 1956.,Mr.ShaileshNaik 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 274(1)(g) of the Companies Act 1956. Mr. Bipin Mishra was appointed as Additional Director on 30.11.2012 to hold the office of directorship upto the next Annual General Meeting. The Board of Directors does not propose regularisation of Mr. Bipin Mishra as Director at ensuing Annual General Meeting. 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

31.03.2013

Shailesh Naik

C.A&. M.com A professional with 30 yrs of experience in various Industries.

29/05/1952 01/04/2011 5000 shares

AUDITORS M/s PARIKH 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 224(1B) of the Companies Act, 1956 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.

ADDITIONAL CLAUSE IN MAIN OBJECT In view of the diversification projects proposed by the company alteration of its Main Objects by addition of the some object to the Main Object Clause of its Memorandum of Association is necessary. As required under Section 17 and Section 192A of the Companies Act, 1956 read withThe Companies (Passing of resolution by postal Ballot) Rules, the process for the same is to be carried out by special resolution for alteration of the Main Objects are as under To carry on the business as manufactures, producers, fabricators, processors, buyers, sellers, assemblers, importers, exporters and dealers in wires, cables, Pre-fabricated Structural Steel for industrial, agricultural and domestic purpose.

To carry on the business of trading in commodities including agricultural products, precious metals, precious stones, diamonds, petroleum and energy products.

CHANGE OF NAME The existing names of the company limit the presentation of the company as mare manufacturer or trader in tubes and related products. In the competitive market it is therefore necessary that the name of the company should reflect or cover the all major activities of the company. The Management therefore proposed change of name in the ensuing Annual General Meeting. Subject to necessay approvals.

POSTAL BALLOT

The Company issued postal Ballot dated 02/07/2012 pursuant to the provision of section 192A for approval of Shareholders for change/addition in Main Object of the company. Due to some mistake by company secretory in numbering objects clause Registrar of Company rejected application of change in object clause.

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 as required under section 217(3) of the Companies Act, 1956

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 58A read Companies (Acceptance of Deposits ) Rules 1975

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 217(2AA) of the Companies Act, 1956, 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, 2013 on a going concern basis.

The Company has neitherearnednorspentanyforeignexchange 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 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN REPORT OF BOARD OF DIRECTORS), RULES, 1988 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2013.

1. 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 : 27th June,2013


Sd/- Parimal Shah

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 non ferrous 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 2013 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 countryis 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 Internalcontrol 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 2013 pursuant to Clause 32 (as amended) of the Listing Agreement with Stock Exchanges is annexed herewith.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) us 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 2012-13 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.


By Order of the Board of Directors For Uni tubes Limited Sd/- Parimal Shah 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

Uni-Tubes 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, 1956), 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 behavior, 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 31.03.2013 the board of directors comprises of four directors of which two are non-executivedirectors.

During the year six Board meetings were held and the gap between two meetings did not exceed 4 months. The Board meetings were held on 26TH April 12, 31st May 12, 24th July 12, 11th Sept.12, 24th Dec., 2012, 28th March 13.

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 givebelow :

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 Mr Dilip Gujjar 0

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

Public Company

Private Company

Committee Membership

Chairmanship

Parimal Shah Promoters/Executive Director

1 1 1 Nil

Umesh Gandhi

Executive Director Nil 2 1 Nil

ShaileshNaik Non-Executive Director Independent

Nil Nil 1 Nil

DilipGajjar Non-Executive/ Independent

Nil Nil Nil Nil

Bipin Mishra Non-Executive/ Independent

Nil 2 1 Nil

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 292A of the Companies Act, 1956.

Name of the Member Meetings held Attendance

Parimal Shah, Chairman 4 4

ShaileshNaik, Member 4 3

Umesh Gandhi 4 3

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, ShaileshNaik, DilipGajjar, Umesh Gandhi and Bipin Mishra 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 Shah 1,20,000 — 1,20,000

Umesh Gandhi 1,20,000 - 1,20,000

ShaileshNaik - — -

DilipGajjar - — -

Bipin Mishra — — -

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.

6) The Transfer and Investor Grievance Committee:

The investors/shareholders grievance committee comprises entirely of two non-executive Directors. The Share transfer and investor grievance committee meeting were held during the year 2012-2013 on 25th April 12, 24th July 12, 11th Sept.12, 23rdDec., 2012, 27thMarch 13.

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 2009 At the Registered office of the Company 30th September 2010 At the Registered office of the Company 30th September 2011 At the Registered office of the Company 25th September,2012 At the Registered office of the Company

8) Disclosures:

a) There are no applicable Disclosure of related partly transactions as required by the Accounting Standard 18. 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, strictures imposed 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 25thJuly, 2013 2. Dates of Book-closure 23rd July to 25th July, 2013 (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: [email protected]

CINNO : L27100GJ1989PLC012843 Given by Ministry of Corporate Affairs.

Financial Calendar : 2013 – 2014

First Quarterly Results : July – 2013

Second Quarterly Results : October – 2013

Third Quarterly Results : January – 2014

Annual Results for the year Ended on 31.03.2013 : August / September - 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 2013

Shares Holding No.of Shareholder

Shareholders in % No of Shares Shares in %

Upto 5,000 1560 66.16 3822100 11.74

5001 - 10,000 344 14.59 3092000 9.50

100,01 - 20,000 192 8.14 3025100 9.29

20,001 - 30,000 132 5.60 3297000 10.13

30,001 - 40,000 34 1.44 1205000 3.70

40,001 - 50,000 34 1.44 1637000 5.03

50,001 - 1,00,000 25 1.06 1893000 5.82

1,00,001 - Above 37 1.57 14578800 44.79

2358 100 32550000 100

11.Shareholding pattern as on 31st March, 2013

Total Nominal Value: Rs.32550000 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 130000 3.99

Indian Public 2618000 80.44

NRIs/OCBs 53100 1.63

Total 3255000 100

12. Market Price data

Month High Price Low Price No.of Shares

April-2012 5.6 5.6 1000

June-2012 5.1 5.1 1000

July- 2012 5.25 6.06 15000

August-2012 6.35 6.34 3300

Sept.-2012 6.35 6.35 800

October-2012 5.75 5.75 300

December-2012 5.70 5.70 800

January-2013 5.14 5.14 200

Februar-2013 4.89 4.89 100

March-2013 5.13 5.64 300

Dematerialization of Shares as on 31st March, 2013 and Liquidity.

Shares Demated: NSDL: 343300 &CDSL: 56000 shares



Sd/- Parimal Shah

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, 2013 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 2012-13 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 : 27th June,2013


Sd/- Parimal Shah

Director

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

I, Parimal Shah 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, 2013.



Sd/- Parimal Shah

Director

Independent Auditors’ Report

To

The Members of Uni Tubes Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Uni Tubes Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management’s Responsibility for the Financial Statements

2. The Company’s 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

3. 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.

4. 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. 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.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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, 2013; b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

7. We draw your attention to the following Non- provision of doubtful debts amount to Rs. 84,87,678/- and to that extent the loss for the year is understated. Non provision of interest payable to National small Industries Corporation.(Refer Note “26”). Non provision of interest payable to Gujarat State Financial Corporation(Refer Note “27” :). The accounts of the Company are drawn up on ‘Going Concern basis’ even though the accumulated losses of the Company exceed its paid up capital and reserve (Refer Note “28”). Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order 2004’ issued by the Central Government of India in terms of Section 227(4A) of the Act (herein after referred to as the Order) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

9. 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 dealt with this report 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, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Section 274(1)(g) of the Act.

Place : Vadodara Date : 27th June, 2013

For Parikh Shah Chotalia& Associates Chartered Accountants

Sd/-

CA Vijay Parikh

(Partner) Membership No : 031773

F.R.N: 118493W

UNI-TUBES LTD.

BALANCE SHEET AS AT 31/03/13

PARTICULARS

Note No.

On 31/03/13 On 31/03/12

Rs. Rs. Rs. Rs.

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 (4,22,29,937) (4,23,57,198)

(c) Money received against share

warrants - - (96,79,937) (98,07,198)

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 2,20,71,291 2,03,21,441

(b) Trade payables 5 1,28,503 68,153

(c) Other current liabilities 6 31,76,646 40,47,932

(d) Short term provisions 7 45,000 15,000

2,54,21,440 2,44,52,526

TOTAL 1,57,41,503 1,46,45,328

II ASSETS

1 Non-current assets

a) Fixed assets

-

i. Tangible assets

ii. Intangible assets iii. Capital work-in-progress

iv. Intangible assets

underdevelopment

b) Non-current investments

-

c) Deferred tax assets (net) d) Long-term loans and advances 8 19,40,462 19,40,462

e) Other non-current assets 9 84,87,678 90,16,262

1,04,28,140 1,09,56,724

2 Current assets

(a) Current investments

-

(b) Inventories

-

(c) Trade receivables

- (d) Cash and Bank Balances 10

37,99,878

36,88,604

(e) Short-term loans and advances 11 14,23,485 -

(f) Other current assets 12 90,000 -

53,13,363 36,88,604

TOTAL 1,57,41,503 1,46,45,328

Significant accounting policies and notes to accounts

1

Notes on Accounts 2 to

29

As per our report of even date Parikh Shah Chotalia& Associates For and on behalf of the Board of Directors Chartered Accountants UNI TUBES LIMITED Sd/- Sd/- Sd/-

Vijay M. Parikh. Parimal Shah Umesh Gandhi Partner Director Director Membership No.:031773 Firm Registration No.:118493W Place: Vadodara Place: Vadodara

Date : 27th June, 2013 Date : 27th June, 2013

UNI-TUBES LTD.

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31/03/13

PARTICULARS Note

No.

Upto 31/03/13 Upto 31/03/12

Rs. Rs. Rs. Rs.

I Revenue from operations:

Sale of Products 13 11,76,143

38,03,053

Other Operating Revenues - -

Less: Excise Duty - 11,76,143

38,03,053

II Other Income 14 11,82,050

11,82,050

(32,571)

-

III Total Revenue (I + II) 23,58,193 37,70,482

IV Expenses

Cost of Materials Consumed

Purchases of Stock in Trade 15 8,69,751 35,41,604

Employee benefits expense 16 4,68,000 1,17,000

Depreciation and amortization expense

-

Other expense 17 8,63,181 9,97,657

Total Expense 22,00,932 46,56,261

V Loss / Profit before exceptional and extraordinary items and tax (III-IV)

1,57,261 (8,85,779)

VIII Extraordinary items - -

IX Loss / Profit before tax (VII-VIII) 1,57,261 (8,85,779)

X Tax expense:

(1) Current tax 30,000

(2) Deferred tax

Tax Total: 30,000 -

XI Loss / Profit for the year from continuing operations (IX - X)

1,27,261 (8,85,779)

XII Profit for the period from discontinuing operations

XIII Tax expense of discontinuing operations

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

- -

XV Loss / Profit for the year (XI + XIV)

1,27,261 (8,85,779)

XVI Earnings per equity share:

(1) Basic 0.04

(0.27)

(2) Diluted 0.04

(0.27)

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

Significant accounting policies and notes to accounts

1

Notes on Accounts 18 to 29

As per our report of even date Parikh Shah Chotalia& Associates For and on behalf of the Board of Directors Chartered Accountants UNI TUBES LIMITED Sd/- Sd/- Sd/-

Vijay M. Parikh. Parimal Shah Umesh Gandhi Partner Director Director Membership No.:031773 Firm Registration No.:118493W Place: Vadodara Place: Vadodara

Date : 27th June, 2013 Date : 27th June, 2013

NOTES FORMING PART OF ACCOUNTS

Particulars March 31, 2013 March 31, 2012

Rupees Rupees Rupees Rupees

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 having 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 assets of the company afterdistribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the Shareholders.

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



NOTE `3'

RESERVES AND SURPLUS

Profit and Loss Account

Opening Balance ( Debit ) (4,36,15,667) (4,27,29,887)

Less/Add: Profit/ Loss during the year 1,27,261 (8,85,780)

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

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 (4,22,29,937) (4,23,57,198)



NOTE `4'

SHORT TERM BORROWINGS

-Secured

Loans repayable on demand

From Union Bank of India - 10,00,150

[Secured by way of Hypothecation of Inventory and Receivablesof the Company and also secured by way of personal guaranteeof 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 (Director) 11,63,578 15,13,578

From Others 34,00,000 3,00,000

- -

There is a continuing default in repayment of dues to National Small Industries Corporation since F.Y. 1997-98

2,20,71,291 2,03,21,441



NOTE `5'

TRADE PAYABLES

Trade Payables

For Goods

For Expenses 1,27,143 66,793

Others

For Statutory Dues 1,360 1,360

For Advances from Customers

TOTAL 1,28,503 68,153



NOTE `6'

OTHER CURRENT LIABILITIES

Current maturities of long term debt

-From Gujarat State Financial Corporation

30,87,492 39,58,778

[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 31,76,646 40,47,932



NOTE `7'

SHORT TERM PROVISIONS

Provision for Employee Benefits - -

Provisions for Audit Fees 15,000 15,000

Provision for Taxation 30,000 -

TOTAL 45,000 15,000



NOTE '8'

LONG TERM LOANS AND ADVANCES

Unsecured Considered doubtful:

Security Deposits

Unsecured, Considered Good 1,06,842 1,06,842

Other Loans and Advances

Unsecured, Considered Good 18,33,620 18,33,620

VAT Deposit

TOTAL 19,40,462 19,40,462



NOTE `9'

OTHER NON CURRENT ASSETS

Long Term Trade Receivables

Unsecured Considered Doubtful

Over Six Months 1,76,88,792 1,82,17,376

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

TOTAL 84,87,678 90,16,262



NOTE `10'

CASH AND BANK BALANCES

-Cash and Cash Equivalents

Balance with Banks 22,28,227 19,00,897

Cash on Hand 15,71,651 17,87,707

TOTAL 37,99,878 36,88,604



NOTE '11'

SHORT TERM LOANS AND ADVANCES

Loans and Advances to Releted Parties

Unsecured, Considered Good 3,75,000 -

Security Deposit

VAT Deposit 35,000 -

Other Loans and Advances

Unsecured, Considered Good 10,13,485 -

TOTAL 14,23,485 -



NOTE '12'

OTHER CURRENT ASSETS

Advance against Materials 90,000 -

TOTAL 90,000 -



NOTE `13'

REVENUE FROM OPERATION

Indigenous Sales

Manufactured Goods

Traded Goods

Vegetables 11,76,143 3543950 -

Shares - 11,76,143 214485 37,58,435

Export Sales

Other Operating Revenues - 44,618

TOTAL 11,76,143 38,03,053



NOTE `14'

OTHER INCOME

Liabilities Written Back 10,00,150

Share Speculation Loss (6,434) -32571

Profit on Derivative Activities 1,88,334

TOTAL 11,82,050 (32,571)



NOTE `15'

Cost of Trading Materials/ Shares Sold

Stock at Commencement 0 0

Purchase of Trading Materials/ Shares

Vegetables 7,66,500 31,45,206

Shares - 2,25,560

Freight and Octroi on Trading Materials 1,03,250 1,33,190

STT on Shares - 37,648

Less : Stock at Close -

TOTAL 8,69,751 35,41,604



NOTE `16'

EMPLOYEE BENEFITS EXPENSES

Salaries, Wages, Bonus etc. 2,28,000 1,17,000

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

Director's Remuneration 2,40,000

TOTAL 4,68,000 1,17,000



NOTE `17'

OTHER EXPENSES

Office Expenses 14,431 11,947

Printing & Stationery 30,234 14,965

Postage & Telephone 13,000 35,028

Electricity Charges 11,265 7,520

Conveyance Expenses 16,940 24,540

Advertisement Expenses 12,870 5,701

Bad Debts 6,00,958

Short penalty & other Charges - 5,133

Bank charges &commission 4,804 8,381

Listing Fees 29,376 31,484

Filing Fees 7,500 -

Audit Fees 15,000 15,000

Custodian Fees 7,609

Professional Fees 99,194 34,116

Demat Account Charges - 24,818

Processing Fees - 1,10,300

Reinstatement Fess with BSE - 4,63,260

Commission& Brokerage - 2,05,464

TOTAL 8,63,181 9,97,657

NOTE `18' 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

NOTE `19' Details of Auditors’ Remuneration

Sr.

No.

Fees in respect of ….. 2012-13

Rupees

2011-12

Rupees

i) Statutory Audit 10000 10000

ii) Tax Audit 0 0

iii) Taxation Matters 5000 5000

iv) Others 0 0

Total * 15000 15000

* Service Tax is applicable at prescribed rates

NOTE `20' Sales Value in respect of each class of goods dealt with, by the Company (Amount in Rupees)

Particulars Sales

Values

F.Y.2012-13

Closing

Inventory

F.Y.2012-13

Opening

Inventory

F.Y.2012-13

Sales

Values

F.Y.2011-12

Closing

Inventory

F.Y.2011-12

Opening

Inventory

F.Y.2011-12

Traded Goods

AVegetables 1176143 NIL NIL 3543950 NIL NIL

B Shares NIL NIL NIL 214485 NIL NIL

COthers NIL NIL NIL 44618 NIL NIL

Total 1176143 NIL NIL 3803053 NIL NIL

NOTE `21' Value in regard to class of goods purchased by the Company:

Particulars Purchases F.Y.2012-13

Purchases F.Y.2011-12

Goods Purchased

A Vegetables 869751 3278396

B Shares NIL 263208

Others NIL NIL

Total 869751 3541604

NOTE `22' Calculation of Earnings Per Share (Basic - EPS)

Sr No. Particulars 2012-13 2011-12

A Net Profit / Loss attributable to Equity Share Holders 127261 (885781)

B Avg. Number of Equity Shares 3255000 3255000

C Basic Earnings Per Share 0.04 -0.27

NOTE `23' 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

31.03.2012

Transaction During the Year:

Remuneration

(Referred above no. 1 and 2)

2,40,000

-

-

Balance as at 31st March,

2013Unsecured Loans:

Referred above no. 1

Short Term Advances

Referred above no. 3

11,63,578

3,75,000 (Dr.)

15,13,578

-

NOTE `24' 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.

NOTE `25' Letters seeking confirmation of balances outstanding from Banks,

Debtors,Creditors and others are not being issued. Accordingly balances as on 31StMarch

2013 as appearing in books of account have been recognised and are subjectto

reconciliation / adjustment if any, when the accounts of the concerned parties are

reconciled and settled.

NOTE `26' The company has availed facilities under Raw Material Assistance Schema from National

small Industries Corporation (N.S.I.C.) during the year 1996. The Companyhas 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 2012-13 on outstanding amount of Rs.1,75,07,713/- as on 01.04.2012 in absence of

details.

NOTE `27'Term Loan from Gujarat State Financial Corporation (G.S.F.C.) is secured by way of

firstcharge on the fixed assets of the company, both present and future, and

thepersonalguarantee of one of the Directors. As the Company has defaulted in repayment of

dues to Gujarat state Financial Corporation, G.S.F.C. took the possession of all the fixed assets of

the Company during the 1999-2000 and realised an amount of Rs.17,61,000/- from the sale

of those assets.

In terms of One Time Settlement (OTS) scheme the Company has paid an amount of Rs.

871,286/- during the year 2012-13. As the Company has not received “No Due Certificate” from

G.S.F.C. the balance amount including interest due thereon is still payable to G.S.F.C. However in

absence of necessary details with regard to interest charged by G.S.F.C, no provision is made in

respect of interest payable to G.S.F.C. for the year 2012-13.

NOTE `28' 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”.

NOTE `29' Figures of the previous year have been regrouped/ rearranged/ reclassifiedwherever

necessary to correspond with the classification of the current period.

NOTE 1: Statement of Significant Accounting Policies and Practices

(Annexed to and forming part of the financial statement for the year ended 31st March, 2013)

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.

UNI-TUBES LTD.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

PARTICULARS

2012-13 2011-12

(Rupees) (Rupees)

(A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/Loss Before tax as per Profit & Loss A/C 1,57,261 -8,85,780

ADJUSTMENTS FOR :

Depreciation 0 0

Interest paid 0 0

Interest Income 0 0

Sale of Fixed Assets 0 0

Operating Profit Before Working 1,57,261 -8,85,780

Capital Changes and Extraordinary Items

ADJUSTMENTS FOR :

Trade Receivables 5,28,584 6,78,274

Other Current Assets -90,000 0

Short Term Loans and Advance -14,23,485 10,000

Short Term Provision 30,000

Creditors 60,350 -93,047

Short Term Borrowings -8,71,286 0

Cash Generated From Operations -17,65,837 5,95,227

Interest paid 0 0

Cash Flow Before Extraordinary Items -16,08,576 -2,90,553

Extraordinary Items

Deferred Tax Liability 0 0

Taxation 30,000 0

Net Cash From Operating Activities -16,38,576 -2,90,553

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed assets 0 0

Interest Income 0 0

Sale of Fixed Assets 0

NET USED IN INVESTING ACTIVITIES 0 0

(C) CASH FLOW FROM FINANCING ACTIVITIES

Long Term Loans and Advances 0 0

Borrowings 17,49,850 -8,686

Share Capital 0 38,48,500

NET CASH FROM FINANCING ACTIVITIES 17,49,850 38,39,814

NET CHANGES IN CASH AND CASH EQUIVALENT(A+B+C) 1,11,274 35,49,261

Cash and Cash Equivalents (Opening) 36,88,604 1,39,343

37,99,878 36,88,604

Cash & Cash Equivalents (Closing) 37,99,878 36,88,604

UNI – TUBES IMITED

Regd. Office : 607, WORLD TRADE CENTERSAYAJIGUNJ VADODARA - 5

A T T E N D A N C E S L I P ANNUAL GENERAL MEETING 25thJULY, 2013 I hereby record my presence at ANNUAL GENERAL MEETING of the Company at 607, WORLD TRADE CENTRESAYAJIGUNJ VADODARA on ,25TH JULY, 2013 at 11 a.m.. Folio No____________ DP ID*_______________ Client ID*____________ No. of Shares held _____________ Full name of the Shareholder/Proxy(in block Letter) Signature______________________ Note: Shareholders attending the meeting in person or by Proxy are requested to complete the attendance slip and hand over at the entrance of the hall. ---------------------------------------------------------------TEAR – HERE ---------------------------------------------- UNI – TUBES LIMITED Regd. Office : 607, WORLD TRADE CENTERSAYAJIGUNJ VADODARA - 5 . PROXY FORM Folio No____________ DP ID*_______________ Client ID*____________ I/We _____________________________of ______________________________ in the district of _______________being a members(s) of the above named Company, hereby Appoint ___________________________of _______________________ in the District of _________________ or failinghimof ______________________in thedistrict of _____________________as my/our proxy to vote for me/us on my/ourbehalf at ANNUAL GENERAL MEETING of the Company at 607 WORLD TRADE CENTRESAYAJIGUNJ VADODARA on 25th JULY, 2013 at 11.00 a.m. and at anyadjournment thereof. Signed this ________________date of __________2013 Signature______________________ Note: 1. The proxy need not be a member. The Proxy Form duly signed across revenue stamp should be deposited at the Registered Office of the Company not later than 48 hours

Rs. 1/-

RevenueStam

p

Book-Post

If undelivered to:

Registerd office:

UNI – TUBES LIMITED 607, WORLD TRADE CENTRE,

SAYAJIGUNJ,

VADODARA – 390 005. (GUJARAT)

To,

Date post:	25-May-2020
Category:	Documents
Upload:	others
View:	1 times
Download:	0 times

UNI TUBES LIMITED - UTL Industries · 2018-07-25 · 9 Shiv Shakti Industrial Estate, Lower Parel...

Documents