UNIVERSAL ARTS LIMITED
Your Directors are pleased to present the Twenty Second Annual Report together with theaudited financial statements for the year ended on 31st March 2017.
(Rs in 000)
| ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Total Income ||58.61 ||87.29 |
|Total Expenditure ||58.28 ||144.46 |
|Profit / (Loss) before Interest Depreciation Amortization Exceptional item ||0.33 ||(57.17) |
|Less : Interest ||Nil ||Nil |
|Depreciation ||0.24 ||1.39 |
|Profit / (Loss) before Exceptional item & tax ||0.09 ||(58.56) |
|Add : Exceptional items ||Nil ||Nil |
|Profit / (Loss) Before Tax ||0.09 ||(58.56) |
|Less: Provisions for Taxation ||Nil ||Nil |
|Profit / (Loss) After Tax ||0.09 ||(58.56) |
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 2017
In view of the accumulated losses the Board of Directors of your Company do notproposes to carry any amount to reserve.
Your Company showed a steep decrease in the Income. Your Company posted Income of Rs58.61 lacs as against Rs 87.29 lacs during the previous year. Though the Company's incomewas decreased your Company posted a profit after tax of Rs 0.09 lacs against lossof Rs58.56 lacs during the previous year.
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 sector for theeconomy and is making high growth strides. Proving its resilience to the world the IndianM&E sector is on the cusp of a strong phase of growth backed by rising consumerpayments and advertising revenues across all sectors. The industry has been largely drivenby increasing 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:
A statement pursuant to Section 129 of the Companies Act 2013 relating to Company'ssubsidiary is attached to the balance sheet.
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.
In the forthcoming Annual General Meeting Mr. Manish G. Shah (DIN: 00434171) willretire by rotation and being eligible offer himself for re-appointment. A brief resume /particulars relating to him is given separately in the Notice convening this AnnualGeneral Meeting During the year the resignation tendered by Mr. Satish MohinirajShidhayefrom Directorship was accepted at the Board Meeting held on 26th September 2016. And atthe Board Meeting duly held on 9th December 2016 Mrs. Shilpa G. Shah was appointed asAdditional Director under section 161 of the Companies Act 2013 and resignation tenderedby Mr. SandeepPoddar was accepted Further AtulkumarPopatlalLodliya (DIN 01858465) and Mr.Harshadrai H. Shah (DIN 00540937) has been appointed on 15th July 2017 under section 161as Additional Directors and they are Independent Director. The Board recommends theirregular appointment for five consecutive year not liable to retire by rotation in theforthcoming Annual General Meeting.
KEY MANAGERIAL PERSONNEL:
Mr. Manish G. Shah Managing Director and Mrs. Ulka Shah Non-Executive Director andMrs. Shilpa G. Shah Non-Executive Director.are the Key Managerial Personnel of the Companyas on 31st March 2017
INDEPENDENT DIRECTORS' MEETING:
Pursuant to Part VII of Schedule IV of the Companies Act 2013 and provisions ofRegulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Independent Directors had separate meeting without attendance of Non-IndependentDirectors during the year and have reviewed the performance of Non-Independent Directorsand the Board of Directors as a whole. The Independent Directors assessed the qualityquantity and timeliness of information between the Company and the management and theBoard
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE ANDINDIVIDUAL DIRECTOR
As per Rule 8(4) of the Companies (Accounts) Rules 2014 the Board has also made theformal evaluation of its own performance as well as the evaluation of working of AuditCommittee and Nomination & Remuneration Committee. The Board has also evaluatedperformance of Independent Directors.
DECLARATION OF INDEPENDENCE
The Company has received Declarations of Independence as stipulated under Section149(7) of the Companies Act 2013 from each of the Independent Directors confirming thathe/she is not disqualified from appointing/continuing as an Independent Director.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act 2013 with respect to CorporateSocial Responsibility are not applicable to the Company.
During the year under review Sixmeetings of the Board of Directors of the Company wereheld i.e on 25.05.2016 08.08.2016 26.09.2016 10.11.2016 09.12.2016 and 13.02.2017.
The Audit Committee Meeting was held on 25th May 2016 and 8th August 2016. Sincethereafter no quorum for Audit Committee the Audit Committee could not be held howeverthe Board was since then in the process of appointing Independent Director.
The intervening gap between the Board Meeting was within the period prescribed underthe provisions of the Companies Act 2013.
MANAGEMENT'S DISCUSSION AND ANALYSIS:
A detailed review of operations performance and future outlook of the Company iscovered under a Separate Annexure forms part to this report.
The Extract of Annual Return is annexed to the Directors' Report.
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
NOMINATIONAND REMUNERATION COMMITTEE:
The Board of Directors of the Company has constituted on 15th July 2017 Nomination andRemuneration Committee consisting of the following Members: a) Mr. Harshadrai H. Shah b)Mr. AnilkumarPopatlalLakhotiya 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.
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 2017 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.
There were no employees covered u/s 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rule 2014
ENERGY TECHOLOGY AND 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 Companyhas neither earned nor used any foreign exchange during the period under review.
In the AGM on September 30 2016 M/s Ajay Sekhri& Company Chartered AccountantsMumbai (Firm Registration No. 140181W) have been appointed as Statutory Auditors of theCompany to hold office for a period of 5 years from conclusion of this Annual GeneralMeeting until the conclusion of the Annual General Meeting for the financial year endingon 31st March 2021 subject to ratification of their appointment at every Annual GeneralMeeting. It is now proposed to ratify the appointment of M/s Ajay Sekhri & CompanyChartered Accountants Mumbai as Statutory Auditor of the Company from the conclusion ofthis Annual General Meeting until the conclusion of the next Annual General Meeting.
The Auditor have given their consent in writing and have furnished a certificate to theeffect that their re-appointment if made would be in accordance with the provisions ofSection 139(1) of the Act and that they meet with the criteria prescribed under section141 of the Act. The Directors recommend their re-appointment at the ensuing Annual GeneralMeeting
The Comments in the Auditors Report are self -explanatory and suitably explained in theNotes to the Accounts.
Pursuant to section 204 of the Companies Act 2013 the Secretarial AuditorMr.GirishMurarka& Co. Practicing Company Secretary has issued Secretarial Audit Reportfor the year ending on 31st March 2017 is annexed to Directors' Report.
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 pursuantto the provisions of section 186 of Companies Act 2013
INTERNAL CONTROL SYSTEMAND THEIRADEQUACY:
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.
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 provisions under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to(i) of sub-regulation (2) of regulation 46 and para CDE of Schedule V are not applicableto the Company as neither the paid up equity share capital of the Company exceed Rs. 10.00Cr nor net worth of the Company exceed Rs. 25.00 Cr as on 31st March 2017
PREVENTION OF INSIDER TRADING:
The Company has adopted a code of conduct for Prevention of Insider Trading with a viewto regulate trading in securities by Directors and designated employees of the Company.The Code of conduct require pre-disclosure for dealing in the Company's Shares andprohibit the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when trading windows is closed. The Board is responsiblefor implementation of the Code. All Board Directors and the designated employees haveconfirmed the compliance of the Code
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.
GENERAL BODY MEETINGS:
|Date & Time ||Venue ||Special Resolution |
|30th day of September 2014 at 11.00 a.m. ||Keshav Gore Smarak Trust Hall Smriti ||NO |
| ||Aarey Road Goregaon (W) Mumbai - 400 062 || |
|30th day of September 2015 at 11.00 a.m. ||Keshav Gore Smarak Trust Hall Smriti ||NO |
| ||Aarey Road Goregaon (W) Mumbai - 400 062 || |
|30th day of September 2016 at 11.00 a.m. ||Keshav Gore Smarak Trust Hall Smriti Aarey Road ||YES |
| ||Goregaon (W) Mumbai - 400 062 || |
The related party transactions are reported in the notes to the Accounts of this AnnualReport.
MEANS OF COMMUNICATION:
Quarterly results have been communicated to Bombay Stock Exchange limited where theshares of the Company's is listed and the same has been published in Two Newspaper-FreePress Journal (in English) and Nav Shakti (in Marathi) in terms of the requirement ofListing Agreement .annual Reports are dispatched to all the shareholders.
SHAREHOLDER INFORMATION :
|1. Year ended ||1st April 2016 to 31st March 2017. |
|2. Dividend Payment Date ||NIL |
|3. Venue ||Keshav Gore Smarak Trust Hall "Smriti" Aarey |
| ||Road Goregaon (West) Mumbai - 400062 |
|4. Stock Exchanges ||BSE Limited |
|5. Dematerialization of Shares ||As per the directive of the Stock Exchange the |
| ||Company's Shares are dematerialized. |
|6. Registered Office ||Plot No. 45 GanpatiBhavan 1st Floor |
| ||M.G. Road Goregaon (W) Mumbai - 400062 |
|7. Share Transfer Agent ||BigShare Services Private Limited |
| ||Bharat Tin Works Building 1st Floor |
| ||Opp. Vasant Oasis Makwana Road |
| ||Marol Andheri (E) Mumbai - 400059 |
|8. Demat Arrangement ||NSDL and CDSL |
|9. ISIN ||INE464801018 |
|10. BSE Stock Code ||532378 |
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 2017 annexed hereto.
The provisions of Cost Audit as prescribed under Section 148 of the Companies Act 2013are not applicable to the Company.
??Your Company has not issued: -??Any shares with differential rights; ??Any sweatequity shares ??There are no significant or material orders passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operation infuture. ??There were no material changes and commitments affecting the financial positionof your Company between the end of the financial year and the date of this report. ??Therewas no revision in the financial statements. ??Your Company has not received anycomplaints under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
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.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Manish G. Shah |
|Place: Mumbai ||CHAIRMAN |
|Date: 08.08.2017 ||DIN: 00434171 |