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Universal Arts Ltd.

BSE: 532378 Sector: Media
NSE: N.A. ISIN Code: INE464B01018
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Buy Price 0.00
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Sell Price 1.05
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OPEN 1.05
CLOSE 1.05
VOLUME 5
52-Week high 2.62
52-Week low 0.81
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.05
Sell Qty 51.00

Universal Arts Ltd. (UNIVERSALARTS) - Director Report

Company director report

To

The Members

UNIVERSALARTS LIMITED

Your Directors are pleased to present the Twenty first Annual Report together with theaudited financial statements for the year ended on 31st March 2016.

Financial Results:

Year Ended 31.03.2016 Year Ended 31.03.2015
Total Income 87.29 341.33
Total Expenditure 147.241 331.21
Profit/(Loss) before Interest Depreciation
Amortization Exceptional item (59.951) 10.12
Less: Interest Nil Nil
Depreciation 1.39 1.58
Profit/(Loss) before Exceptional item & tax (58.561) 8.54
Add: Exceptional items Nil Nil
Profit/(Loss) Before Tax (58.561) 8.54
Less: Provisions for Taxation Nil Nil
Profit / (Loss) After Tax (58.561) 8.54

OPERATION REVIEW:

Your Company showed a steep decrease in the Income. Your Company posted Income of Rs87.29 lacs as against Rs 341.33 lacs during the previous year. Company's income wasdecreasedsubsequently your Company posted a Loss before tax of Rs 58.561 lacs againstprofit of Rs 8.54 lacs during the previous year.

RESERVE:

In view of the accumulated losses the Board of Directors of your Company do notproposes to carry any amount to reserve.

DIVIDEND:

In view of the accumulated losses the Board of Directors of your Company regret theirinability to recommend any dividend for the year ended on 31st March 2016

OUTLOOK:

With the entry of Big Corporate like UTV Eros Dharma Productions Fox Star StudiosSony Pictures Reliance Big Entertainment Viacom18 Group the competition has increasedand thereby increasing the cost of negative rights satellite rights video rights etc.This would result in requirement of huge amount of capital to survive in this businessWith a small capital and negative reserves the going for the Company appears to be tough.

The Indian Media and Entertainment (M&E) industry is a sunrise sectorforthe economyand is making high growth strides. Proving its resilience to the world the Indian M&Esector is on the cusp of a strong phase of growth backed by rising consumer payments andadvertising revenues across all sectors. The industry has been largely driven byincreasing digitization and higher internet usage over the last decade. Internet hasalmost become a mainstream media for entertainment for most of the people. In view of allabove it appear the right opportunity is yet to come for growth of small capital basedcompany and at the same time the draft of the Optical Disc Law to address the need forregulating piracy at the manufacturing stage is still lying with the ministry forapproval.

SUBSIDIARY AND ASSOCIATE COMPANIES:

Astatement pursuant to Section 129 of the Companies Act 2013 relating to Company'ssubsidiary is attached to the balance sheet.

FIXED DEPOSITS:

The company has not accepted any deposits from the public to which the directivesissued by the Reserve Bank of India and the provisions of Section 73 to 76 of theCompanies Act 2013 and other relevant provisions of the Companies Act 2013 and the rulesframed there under apply.

DIRECTORS:

At the forthcoming Annual General Meeting Mr. Sandeep Poddar (DIN: 01587867) willretire by rotation and being eligible offer himself for re-appointment. Abrief resume /particulars relating to him is given separately in the notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

Mr. Manish G. Shah Managing Director and Mrs. Ulka Shah Non-Executive Director arethe Key Managerial Personnel of the Company as on 31st March 2016

MANAGEMENT'S DISCUSSION AND ANALYSIS:

Adetailed review of operations performance and future outlook of the Company iscovered under a Separate Annexure forms part to this report.

PERFORMANCE EVALUATION OF CHAIRMAN DIRECTORS BOARD AND ITS COMMITTEES:

The evaluation framework for assessing the performance of Chairman Directors Boardand Committees comprises inter-alia of the following parameters:

a) Directors bring an independent judgement on the Board discussion utilizing hisknowledge and experience especially on issues related to strategy operational performanceand risk management

b) Directors demonstrate awareness and concerns about the norms relating to CorporateGovernance disclosure and legal compliance.

c) Directors contributes new ideas / insights on the business issues raised by theManagement.

d) Directors anticipate and facilitate deliberations on new issues that Management andthe Board should consider.

e) The Board / Committee meeting are conducted in a manner which facilitate opendiscussion and robust debate on all key items on the agenda.

f) The Board receives adequate and timely information to enable discussion / decisionmaking during Board Meetings.

g) The Board addresses interest of all stakeholders of the Company.

h) The Committee is delivering on the defined objectives.

i) The Committee has the right composition to deliver its objectives.

The Performance evaluation of Chairman Directors Board and Committee was undertakenby the Nomination and Remuneration Committee for the year under review and the resultswere reported to the Board of Directors.

ANNUALRETURN:

The Extract ofAnnual Return is annexed to the Directors' Report.

FAMILIARIZATION PROGRAM AND INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.

WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical conduct. The Company has a Whistle Blower policy under whichemployees are free to report violations of the applicable laws and regulations and thecode of conduct. The Whistle Blower Policy is available on the website of the Company atwww.universal-arts.in

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company has constituted Nomination and RemunerationCommittee consisting of the following Members:

a) Mr. Satish Shidhaye

b) Mr. Sandeep Poddar

c) Ms. Ulka Shah

The Board of Directors of the Company has approved the Nomination and RemunerationPolicy which inter-alia contain the appointment criteria qualifications positiveattributes and independence of Directors removal retirement and remuneration ofDirectors Key Managerial Personnel (KMP) and Senior Management Personnel of the Company.The said policy is available on the website of the Companywww.universal-arts.in

DIRECTORS'RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanation obtained from them your Directors make the following statements in terms ofsection 134(3) (c) of the Companies Act 2013

a) In the preparation of annual account the applicable accounting standard have beenfollowed along with proper explanation relating to material departures.

b) Accounting Policies are listed in Notes to the financial statement have beenselected and applied consistently. Reasonable and prudent judgment as well as estimateshave been made so far as to give a true and fair view of the state of affairs of theCompany as on 31st March 2016 and of the Profit of the Company for that period.

c) Proper and sufficient care for maintenance of adequate accounting records has beentaken in accordance with the provisions of the Companies Act 2013 so as to safeguard theassets of the Company and to detect and prevent fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis

e) Internal financial controls system is in place and the same has been followed by theCompany. Further such Internal Financial controls are adequate and were operatingeffectively.

f) Proper system to ensure Compliance with the provisions of all applicable law andsuch systems were adequate and operating effectively.

PERSONNEL:

There were no employees covered u/s 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rule 2014

ENERGY TECHOLOGYAND FOREIGN EXCHANGE:

The Company is not engaged in the manufacturing activity; as such particulars relatingto conservation of energy and technology absorption are not applicable. However in theediting facilities offices etc adequate measures are being taken to conserve energy asfar as possible.

As far as foreign exchange earnings and outgo is concerned the Company has neitherearned nor used any foreign exchange during the period under review.

AUDITORS:

M/s Sekhri Kanodia & Associates Chartered Accountants has resigned as StatutoryAuditors of the Company and hence their office will be vacated at the conclusion of thisAnnual General Meeting and have expressed their inability to continue as Statutory Auditorfor the Financial Year 2016-17.

The Board of director of the Company proposes to appoint M/s Ajay Sekhri and Co.Chartered Accounts Mumbai as Statutory auditor of the Company from Conclusion of thisAnnual General Meeting for a period of 5 years. The Board of directors have proposed theirappointment and the necessary certificates for the purpose of such appointments areobtained.

AUDITORS'REPORT:

The Comments in the Auditors Report are self explanatory and suitably explained in theNotes to the Accounts.

SECRETARIAL AUDIT:

Pursuant to section 204 of the Companies Act 2013 the Secretarial Auditor Mr. VISHAL NMANSETA. Company Secretary has issued Secretarial Audit Report for the year ending on31st March 2016 is annexed to Directors' Report.

The Secretarial Audit Report for the year under review does not contain anyqualification reservation or adverse remark or disclaimer.

PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:

The Details of Investment made and loan advanced by the Company have been given in noteno. 6 and 7 to the Financial Statement.

The Company has not given any guarantee pursuant to the provisions of section 186 ofCompanies Act 2013

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitor and evaluate theefficacy and adequacy of internal control system in the Company its compliance with theoperating system accounting policies and procedures of the Company. These are routinelytested and certified by Statutory as well as Internal Auditors. The Significant auditobservations and the follow up action are reported to the Audit Committee.

DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with rule 14 the internal committee constitutedunder the said Act has confirmed that no complaint / case has been filed / pending withthe Company during the year.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transaction made by the Company with Promoter Director KeyManagerial Personnel or other designated person which have a potential conflict with theinterest of the Company at large.

CORPORATE GOVERNANCE:

Aseparate section on Corporate Governance is included in the Annual Report and thecertificate from Mr. VISHAL N MANSETA. practicing Company Secretary Mumbai andCompany's Secretarial Auditor confirming the compliance of conditions on CorporateGovernance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange isannexed thereto.

HUMAN RESOURCES DEVELOPMENT:

Many initiatives have been taken to support business through organizationalefficiently process change support and various employee engagement program which hashelped the Organization to achieve higher productivity level. A significant efforts hasalso been undertaken to develop leadership as well as technical /functional capacities inorder to meet future talent requirement.

The Company's HR process such as hiring and on-boarding fair transparent on lineperformance evaluation and talent management process state-of-the-art workmen developmentprocess and market assigned policies have been seen as benchmark practice in the Industry.The Employees are encouraged to express their views and are empowered to workindependently. The Employees are given the opportunity to learn through various smallproject which make them look at initiatives from different perspectives and thus providethem with the platform to become result oriented.The Management of the Company enjoycordial relation with its employees at all levels. The Board of Directors wish to placeits highest appreciation for the contribution made by all the employees in achievinggrowth of the Company.

ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving high levelof operating performance and cost competitiveness consolidating and building for growthenhancing the productive assets and resource base and nurturing overall corporatereputation

CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement the Cash Flow Statement forthe year ended 31st March 2016 annexed hereto.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and acknowledge withgratitude the support and co-operation extended by the Bankers Shareholders Registrar& Share Transfer Agents the Artists and Technicians associated with the Company'sprogram media and channels whose continued support has been a source of strength to theCompany. Your Directors also place on record their appreciation for the dedicated andsincere services rendered by the employees of the Company.

Forand on behalf of the Board

ManishG.Shah

CHAIRMAN

DIN:00434171

Place: Mumbai

Date: 8th August 2016