Umiya Tubes Ltd

To

The Members UMIYA TUBES LIMITED

Your Directors take pleasure in presenting the ELEVENTH Annual Report of the Company together with the Audited Financial Statements for the financial year ended on 31^st March, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

(Amount in Lakhs)

The Gross Income of the Company for the year 2023-24 has significantly decreased from Rs. 721.29 Lakhs to Rs. 54.41 Lakhs due to the fact that the Company has stopped the production and only doing trading activities which were also on low key basis. Consequently, there was loss of Rs. 339.65 Lakhs as compared to loss of Rs. 407.28 Lakhs in the previous year.

SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

The Company does not have any Subsidiary Companies or Joint Venture Company or Associate Company.

MATERIAL CHANGES AND COMMITMENT:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the report.

REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

DIVIDEND:

In view of losses, your Directors express their inability to recommend any dividend.

TRANSFER TO RESERVE:

Your Directors find it prudent not to transfer any amount to General Reserve.

SALE OF MANUFACTURING UNIT AND ASSESTS RELATING TO MANUFACTURING UNIT:

The Board of Directors at their meeting held on 20^th December, 2023 have approved the sale of Manufacturing Unit of the Company including but not limited to itemized sale of Land & Buildings and Plant & Machineries at a consideration of Rs. 4.72 Crores subject to all applicable approvals, procedures and formalities. The Members of the Company at the EGM held on 23^rd January, 2024 have also approved the sale of Manufacturing Unit. The said sale was completed by the Company subsequent to the close of the financial year.

SHARE CAPITAL:

The Paid up Equity share capital of the Company as on 31^st March, 2023 was Rs. 10,00,66,670/- divided into 1,00,06,667 Equity shares of Rs. 10/- each.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year Mr. Yash Joshi has resigned as Director of the Company w.e.f. 14^th August, 2023. However, he continue to remain Chief Financial Officer of the Company. The Board of Directors at their meeting held on 14^th August, 2023 have appointed Mr. Chirag Parekh as Additional Director of the Company. However, Mr. Chirag Parekh has also resigned as Director of the Company w.e.f. 5^th December, 2023.

Moreover, Ms. Himadri Mathur resigned as Company Secretary and Compliance Officer of the Company w.e.f. 5^th January, 2024. Hence, the Company has appointed Mr. Dhaval Nagar as Company Secretary and Compliance Officer of the Company w.e.f. 17^th May, 2024.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Saurabhkumar R Patel (DIN: 06964670), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be reappointed as Director of the Company. The Board recommends the re-appointment of Mr. Saurabhkumar R Patel (DIN: 06964670) as Director of the Company liable to retire by rotation. At the ensuing AGM, the members are also requested to

approve the terms of re-appointment of Mr. Saurabhkumar R. Patel as Managing Director for a further period of 3 years from 1^st October, 2024.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees based on the criteria and framework adopted by the Board.

NUMBER OF MEETINGS OF BOARD:

The Board of Directors duly met 6 (Six) times during the year on 10^th April, 2023, 30^th May, 2023 (adjourned to 5^th June, 2023), 14^th August, 2023, 9^th November, 2023, 20^th December, 2023 and 13^th February, 2024.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Director/s under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LoDR) Regulations, 2015. The Board is in the opinion that the Independent Directors fulfils the criteria of Independence and are Independent from the management of the Company.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ('IICA'). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, since majority of the Independent Directors of the Company have served as Directors for a period of not less than three (3) years on the Board of Listed Company as on the date of inclusion of their names in the database except Mrs. Shobhanaben Dave, they are not required to undertake online proficiency self-assessment test. Mrs. Shobhanaben Dave has informed the Company that she will undertake online assessment test or fulfil the requirement at the earliest.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.

AUDITORS:

M/s. P. Singhvi & Associates, Chartered Accountants, the existing Auditors of the Company were appointed as Auditors of the Company at the 8^th AGM for holding the office from the conclusion of that 8^th AGM till the conclusion of 13^th AGM. At the same AGM, any one of the Directors of the Company was authorized to fix the remuneration of the Statutory Auditors.

In view of the Companies (Amendment) Act, 2017, the first proviso in sub-section (1) in section 139 of the Companies Act, 2013 has been omitted with effect from 7^th May, 2018. In view of this, the said appointment of auditor is no longer required to be ratified by the members at every annual general meeting.

The Board has duly reviewed the Statutory Auditor's Report on the Accounts. The observations, comments and notes of the Auditor are self explanatory and do not call for any further explanation /clarification. Regarding the emphasis matter mentioned in the Auditors report, it is submitted that the Company shall continue to focus on trading activities to generate revenue and profitability for the Company in the time to come.

Your Directors hereby submit that the above mentioned delay was due to inadvertence while submitting the quarterly/ yearly financial results on BSE Listing Centre. The Company will take care of timely compliance.

The Nomination and Remuneration Committee consists of the following Directors:

The Stakeholders Relationship Committee consists of the following Directors:

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment measures in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, there were no complaints received under the said act. The Company has complied with the applicable provisions of the Act including the constitution of internal complaints committee.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company's shareholders may refer the Company's website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of Section 178.

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

ANALYSIS OF REMUNERATION:

The details of remuneration paid to Directors and Key Managerial Personnel is given in extract of Annual Return on the website of the Company i.e. www.umiyatubes.in.

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:

Note: The median remuneration of employees of the Company during the year was Rs. 90,000/- p.a.

PARTICULARS OF EMPLOYEES:

The statement showing the names of the top ten employees in terms of remuneration drawn is given as "Annexure 2."

There are no employees of the Company drawing remuneration requiring disclosure of information under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF THE REMUNERATION TO MD/WTD (AS PER CLAUSE-IV OF SECTION-II OF PART-II OF SCHEDULE V):

(i) all elements of the remuneration package such as salary, benefits, bonuses, stock options and pension:

The details are given in Annual Return placed on the website of the Company.

(ii) details of fixed component and performance-linked incentives, along with the performance criteria:

The details are given in Annual Return placed on the website of the Company and performance criteria is linked with net profit of the Company.

(iii) service contracts, notice period and severance fees:

Pursuant to the approval of members at the 8^th AGM, Mr. Saurabhkumar R. Patel, Managing Director has been reappointed for a period of 3 years w.e.f. 1^st September, 2021. Notice period is 90 days and no severance fees.

(iv) stock option details, if any, and whether these have been issued at a discount, as well as the period over which they accrued and how they are exercisable:

The Company has not granted any stock option.

REGULATORY ORDERS:

During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

CSR COMMITTEE:

As the requirement of CSR Committee is not applicable to the Company, no further details/disclosure required to be given in this regard.

DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

INTERNAL FINANICAL CONTROL:

The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

DEPOSITS:

During the year under report, your Company has not accepted any deposits pursuant to Section 73 of the Companies Act, 2013. Hence further details are not given.

Details of money accepted (if any during the year) by the Company from the Directors and/or the relatives of Directors of the Company are given in the notes to the Financial Statements and the same are not deposit as per the applicable provisions of Companies Act, 2013 and rules made thereunder.

EXTRACT OF ANNUAL RETURN:

The draft of the Annual Return of the Company for the financial year 2023-24 in form MGT-7 will be placed on the website of the Company at www.umiyatubes.in.

CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and annexed hereto as "Annexure 3", together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards during the year under review.

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The investments made by the Company during the year under Section 186 of the Companies Act, 2013 are already reported in the financial statements. The same may be treated as sufficient disclosure for the purpose of this Directors report. There are no Loans, Guarantees /Security given by the Company during the year under Section 186 of the Companies Act, 2013; hence no particulars are required to be given.

RELATED PARTY TRANSACTION:

There are no particulars of contacts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 which are required to be reported in the prescribed form AOC-2. The details of related party transactions as per IND AS- 24 are otherwise reported in the financial statements. The related party transactions are otherwise carried out in the ordinary course of business and on Arms' length basis and the same are in the best interest of the Company. The related party transactions are due to business exigencies.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report, pursuant to Regulation 34(2)(e) of The SEBI (LODR) Regulations, 2015 is appended as "Annexure 4" to Director's Report.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.