Utique Enterprises Ltd

Your Directors present the 38^th Annual Report together with audited financial statements of the Company for the financial year ended March 31, 2024.

The financial results of your Company for the year ended March 31, 2024 as compared to the previous year are summarized below:-

The Board of Directors has decided to retain the entire amount of Net Profit for the financial year 2023-2024 in the Profit & Loss Account and as such, no amount has been carried to Reserves.

In view of the accumulated losses, your Directors regret their inability to declare dividend on equity shares.

Your Company continued to follow a focused-based approach in trading and focused on select precious metal, viz. Silver.

Operating Profit Margin has been recorded at a very good 96.32%. During the financial year 2023-2024, the Total Income of the Company has increased by 11.82% as compared to the previous financial year. The Profit before Tax also recorded at '113.39 lac as compared to '95.23 lac in the previous financial year and consequent EPS was '0.05.

Revenue of '6,795.94 lac was recorded from the trading operations during the year under review. There is no segment- wise business or operations for the Company at present.

The Company continued its prudent policy on business operations, liquidity and profitability. While doing so, it has endeavored to achieve a proper balance in assets - both long-term as well as short-term. Similarly, a healthy Current Ratio has been maintained. The Company also strives to maintain a balance between risk and return on assets employed.

While physical delivery of metal and hedging for price are resorted to in all transactions, the Company continuously monitors the commodity market and developments therein with experts and market players.

There was no change in the nature of business of the Company during the year under review.

Commodity prices rose 5.00% in the third quarter of 2023, driven by a surge in oil prices. The start of the conflict in the Middle East in early October led to an initial uptick in prices, though the impact so far has been small: by the end of October 2023, commodity prices remained 29.00% below their June 2022 peak. The decline reflects a combination of slowing economic activity, impacting metal prices and favorable weather conditions boosting agriculture yields. The World Bank forecasts metal prices are set to fall in 2024 but see a 6.00% uptick in 2025.

Your Company is entering into fixed forward contracts wherein the yields are fixed and, therefore, the price fluctuations may not affect the Company's business.

Your Company Management is optimistic of trading in precious metals also on account of improved regulatory framework, changes in geopolitical environment, better integration of markets, developing market infrastructures, warehousing facilities.

The Company wishes to pursue trading business and, depending on risk-return analysis, may explore other metals in addition to Silver and Gold. The strategy to be implemented will focus on controlling inherent risks in order to ensure sustainable development of the Company and protect the interests of its stakeholders.

Profitability and cost consciousness will continue to be the two important factors for future growth.

Financial statements of the Company for the financial year ended March 31, 2024 have been prepared in accordance with the Companies Act, 2013 ("the Act") including accounting principles generally accepted in India, Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act. In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the audited financial statements of the Company for the financial year ended March 31, 2024 together with the Independent Auditor's Report forms part of this Annual Report. The audited financial statements of the Company as stated above are available on the Company's website www.utique.in

Pursuant to Regulation 34 of the Listing Regulations, a separate section on the Management Discussion & Analysis for the financial year ended March 31, 2024 is annexed, which forms part of this Annual Report.

In pursuance of the resolution passed by the Board of Directors on September 28, 2023, effective October 25, 2023, the Registered Office of the Company was shifted from 912 Embassy Centre, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400 021 to 603 Lodha Supremus, 453 Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

SUBSIDIARY

During the year under review, no company or entity became or ceased to be a subsidiary, joint venture or associate company of your Company.

SHARE CAPITAL

During the financial year ended March 31, 2024, there were no changes in the capital structure of the Company.

DEPOSITORY

As on March 31, 2024, 4,10,87,430 (73.80%) equity shares of the Company were held in dematerialized form and 1,45,85,692 (26.20%) equity shares were held in physical form.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes affecting the financial position of the Company after the close of the financial year 20232024 till the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews performed by the relevant Board Committees including Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during the financial year 2023-2024.

Accordingly, pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2024:-

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

b) they have 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 as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a 'going concern' basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The term of office of Mr. J. R. K. Sarma (DIN: 00088327) as an Independent Director expired at the conclusion of the 37^th Annual General Meeting held on September 27, 2023. At the said Annual General Meeting, the Members have appointed Mr. Sarma as a Whole-Time Director designated as an Executive Director for a term of 3 (three) years, liable to retire by rotation.

Accordingly, Mr. Sarma retires by rotation and, being eligible, seeks reappointment at the forthcoming 38^th Annual General Meeting.

Consequent upon appointment of Mr. Sarma as an Executive Director, Mr. P. B. Deshpande stepped down as Manager of the Company.

Further, at the 37^th Annual General Meeting, the Members have appointed Mr. Mahesh Raghavan Menon (DIN: 00164298) as an Independent Director to hold office for a term of 5 (five) consecutive years, not liable to retire by rotation. Prior to his appointment as an Independent Director, Mr. Mahesh Raghavan Menon was a Non-Independent Non-Executive Director of the Company since March 19, 2004.

Pursuant to the recommendations of the Nomination & Remuneration Committee, Mr. Pravin Rohidas Vast (DIN: 10381459) was appointed as an Additional Director by the Board of Directors on November 9, 2023. Under Section 161(1) of the Act, he will hold office up to the ensuing Annual General Meeting. In terms of Section 160 of the Act, a notice has been received from a Member of the Company, proposing the candidature of Mr. Vast for the office of Director of the Company. Accordingly, it is proposed to appoint Mr. Vast as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Ms. Vidhi Bipin Mandaliya (DIN: 08558068) was appointed as an Independent Director of the Company on September 25, 2019 for a period of 5 (five) consecutive years. The term of her office will expire on September 24, 2024. Under Section 160 of the Act, a notice has been received from a Member proposing her candidature for the office of Independent Director of the Company.

The Nomination & Remuneration Committee as well as the Board of Directors of the Company believe that continued association of Ms. Mandaliya would be beneficial to the Company and it is desirable to continue to avail her services as an Independent Director. Accordingly, it is proposed to reappoint Ms. Mandaliya as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years on the Board of the Company.

The Company's Board comprises the following Directors:- Mr. J. R. K. Sarma, Executive Director Mr. Mahesh Raghavan Menon, Independent Director Ms. Vidhi Bipin Mandaliya, Independent Director.

Mr. Pravin Rohidas Vast, Non-Executive Non-Independent Director.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Board/Committees and General Meeting of the Company.

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2024:-

Mr. J. R. K. Sarma, Executive Director Mr. P. H. Deval, Chief Financial Officer Mr. P. B. Deshpande, Company Secretary.

Apart from the above, no other person was appointed or ceased to be the Director or the Key Managerial Personnel of the Company during the financial year 2023-2024.

Brief particulars and expertise of Directors seeking appointment/reappointment together with their other Directorships and Committee Memberships have been given in the Annexure to the Notice of the 38^th Annual General Meeting and in accordance with the Listing Regulations and Secretarial Standard.

None of the Directors and Key Managerial Personnel is in any way related to each other.

BOARD OF DIRECTORS AND MEETINGS

The Company's Board of Directors comprises eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. In terms of requirement of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's business for effective functioning, which have been detailed in the Corporate Governance Report.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentation in quarterly meetings. The Board/Committee meetings are prescheduled and a tentative annual calendar of the Board/Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation at the meetings.

The agenda for the Board and Committee meetings includes detailed notes on the matters to be discussed to enable the Directors take an informed decision.

The Board of Directors had held 5 (five) meetings during the financial year 2023-2024. For further details, please refer to the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any 2 (two) Board meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and the Secretarial Standard on the Meetings of the Board of Directors.

INDEPENDENT DIRECTORS' DECLARATION

In terms of Section 149 of the Act, Mr. Mahesh Raghavan Menon and Ms. Vidhi Bipin Mandaliya are Independent Directors of the Company. The Company has received declarations from both Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent of the Management.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board of the Company is of the opinion that all Directors including Independent Directors of the Company possess requisite qualifications, integrity and experience in strategic planing, finance, law, governance, human resources, sustainability, etc.

The Independent Directors have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Details of Familiarization Programme for Independent Directors are provided separately in the Corporate Governance Section, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Company currently has 5 (five) Board Committees as on March 31, 2024:-

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Share & Debenture Transfer Committee

v. CSR Committee.

Details of the Committees along with their main terms, compositions and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters is approved by the Board of Directors based on the recommendation of the Nomination & Remuneration Committee.

The Policy formulated under Section 178(3) of the Act and Regulation 19 of the Listing Regulations covers remuneration to Non-Executive Directors, remuneration to Key Managerial Personnel, Senior Management and other employees.

The Policy lays down detailed guidelines for remuneration of the Board, Whole-Time Director and employees. It also lays the criteria for identification of persons for appointment as Directors and in Senior Management positions including qualifications, positive attributes and independence.

The Nomination & Remuneration Policy is available on the Company's website at the weblink: Nomination & Remuneration Policy.pdf (wsimg.com)

BOARD EVALUTION

The Board has carried out annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included composition, experience and competence while the individual Directors were evaluated on attendance, contributions at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation are broadly based on the Guidance Note dated January 5, 2017 issued by the SEBI on Board Evaluation.

The Directors of the Company were satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacity.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

The Board has adopted the Board Diversity Policy, which sets out the approach to diversity of the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control systems of the Company are commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statues, safeguarding assets from unauthorized use, detection of fraud, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company has a well- defined delegation of authority with specified limits of approval of expenditure.

During the year under review, the Audit Committee deliberated with the Management, the Internal Auditor and Statutory Auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself on adequacy and effectiveness of the internal financial control systems as laid down and apprised the Board of Directors.

The Company, however, continues periodic audits and reviews to ensure that such systems are updated at regular intervals.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee as required under Section 177 of the Act and Regulation 18 of the Listing Regulations.

Audit Committee of the Company comprises 3 (three) Directors out of which 2 (two) are Independent Directors. During the year under review, 4 (four) Audit Committee Meetings were held, details of which have been provided in the Corporate Governance Report.

During the year under review, there were no instances under review when recommendations of the Audit Committee were not accepted by the Board of Directors.

REPORT ON CORPORATE GOVERNANCE

In compliance with Regulation 34 read with Schedule V to the Listing Regulations, a report on the Corporate Governance is given as an Annexure and forms an integral part of this Annual Report. A Certificate issued by M/s. Pramod S. Shah & Associates, Practicing Company Secretaries, confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate jointly issued by Mr. J. R. K. Sarma, Executive Director and Mr. P. H. Deval, Chief Financial Officer in terms of Regulation 17(8) of the Listing Regulations is also annexed.

AUDITORS AND AUDITORS' REPORT

At the 36^th Annual General Meeting of the Company held on September 28, 2022, Chaturvedi & Shah LLP, Chartered Accountants (Firm Regn. No.101720W/W110355) were appointed as Auditors for a term of 5 (five) consecutive years commencing from the conclusion of the 36^th Annual General Meeting until the conclusion of the 41^st Annual General Meeting.

The Report of the Auditors along with Notes to Schedules is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Pramod S. Shah & Associates, Practicing Company Secretaries (FCS No.334, Certificate of Practice No.3804), to carry out Secretarial Audit of the Company. The Report of the Secretarial Auditor for the financial year 20232024 is attached herewith as Annexure 'A'. The Secretarial Audit Report issued in Form No.MR-3 does not contain any qualification, reservation, adverse remark or disclaimer.

COST RECORDS

The Central Government has not prescribed maintenance of cost records to the Company under Section 148(1) of the Act.

RISK MANAGEMENT

The Company has a Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives. The business risk framework defines the risk management approach, the enterprise risks at various levels including documentation and reporting. The framework has different risks models, which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

Some of the risks, which the Company is exposed to are financial risks, commodity price risks, regulatory risks, human resources risks, strategic risks, etc.

More details with respect to risk management are given in the Management Discussion and Analysis Report.

The Risk Management Policy has been disseminated on the Company's website and available at the weblink: Risk Management Policy.pdf (wsimg.com).

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including Directors and employees of the Company to report genuine concerns in the prescribed manner to freely communicate their concerns/ grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company's Code of Conduct or Policies. The vigil mechanism is overseen by Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism. It provides for a mechanism for stakeholders to approach the Chairperson of Audit Committee. No person was denied access to the Chairperson of Audit Committee.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of investments and loans covered under the provisions of Section 186 of the Act have been given in the Notes forming part of the financial statements. Your Company has not issued guarantee to any entity or person.

RELATED PARTY TRANSACTIONS

In compliance with the requirement of Section 177 of the Act read with Regulation 23 of the Listing Regulations, as amended from time to time, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions ("RPT Policy") for identifying, reviewing, approving and monitoring of Related Party Transactions. The RPT Policy was revised pursuant to the amendment to the Listing Regulations.

All Related Party Transactions entered into during the financial year 2023-2024 were on arm's length basis and in ordinary course of business and were reviewed and approved by Audit Committee.

The Company did not enter into material Related Party Transactions during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form No.AOC-2 is not applicable to the Company for the financial year 2023-2024 and hence does not form part of this Annual Report.

In terms of Regulation 23 of the Listing Regulations, the Company submits details of Related Party Transactions on a consolidated basis as per the format specified in the relevant accounting standards to BSE Limited on a half-yearly basis.

The details of the transactions with Related Parties are provided in the accompanying financial statements.

The RPT Policy as approved by the Board is available on the Company's website and may be accessed at the weblink: Policy on Materiality of Related Party Transac.pdf (wsimg. com)

CORPORATE SOCIAL RESPONSIBILITY

As the projected Net Profit of the Company for the financial year 2021-2022 computed in accordance with Section 198 of the Act was expected to be in excess of Rs. 5 crore, the Board of Directors at its meeting held on March 14, 2022 constituted the CSR Committee with effect from April 1, 2022, comprising Mr. J. R. K. Sarma, Ms. Vidhi B. Mandaliya and Mr. Mahesh Raghavan Menon, Directors. Details of amount spent on CSR for the financial year 2021-2022 have been given in the relevant Annual Report.

The CSR Policy has been approved by the Board of Directors and the same is available on the Company's website www. utique.in.

The Company has not spent any amount towards CSR during the financial year 2023-2024 as the Company during the financial year 2022-2023 did not meet any of the 3 (three) conditions stipulated in Section 135 of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form No.MGT-7 as on March 31, 2024 is available on the Company's website: www.utique.in.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 'B' which is annexed hereto and forms part of this Report.

THE STATE OF COMPANY'S AFFAIRS

The state of Company's affairs is given under the heading "Year in Retrospect" and various other headings in this Report and in Management Discussion & Analysis, which is annexed to the Directors' Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134(3) of the Act relating to conservation of energy and technology absorption is not being given since your Company is not engaged in manufacturing activity.

There was no income or outflow of foreign exchange during the financial year under review.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company is currently not required to constitute an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 since the Company at present has less than 10 (ten) employees on its rolls.

During the year under review, no complaint was filed by any employee of the Company under the said Act.

STATUTORY DISCLOSURES

(i) The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company did not have any unpaid or unclaimed deposits at the end of the year under review.

(ii) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

(iii) The Company does not have a subsidiary company. Therefore, the question of payment of remuneration to Directors from a subsidiary company does not arise.

(iv) No significant and material orders have been passed by the regulators or courts or tribunals, which impact the 'going concern' status and the Company's operations in future.

(v) The Company has nothing to disclose with respect to buyback of shares.

(vi) Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act.

(vii) The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

(viii) There is no Corporate Insolvency Resolution Process initiated against the Company under the Insolvency & Bankruptcy Code, 2016.

(ix) During the year, no revision was made in the previous financial statements of the Company.

CAUTIONARY STATEMENT

Statements in the Directors' Report and the Management Discussion & Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statements. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting the purchase and selling prices, monetary policies, changes in Government policies and tax laws, economic development of the country and other factors, which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the shareholders for their support. They also wish to acknowledge the spirit of dedication, commitment and cooperation extended by our employees.