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Universal Prime Aluminium Ltd.

BSE: 504673 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE621D01019
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VOLUME 500
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P/E 14.71
Mkt Cap.(Rs cr) 2
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Sell Price 2.06
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OPEN 2.06
CLOSE 2.16
VOLUME 500
52-Week high 3.66
52-Week low 1.92
P/E 14.71
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.06
Sell Qty 2.00

Universal Prime Aluminium Ltd. (UNIVERSALPRAL) - Director Report

Company director report

To

The Members

Universal Prime Aluminium Limited

Your Directors present Forty ForthAnnual Report on the operations of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2016.

1. FINANCIAL STATEMENTS & RESULTS :

a. Financial Results

The Company's performance during the year ended 31stMarch2016 as compared to theprevious financial year is summarized below :

( Rs. in Lacs )

Particular For the financial year ended 31st March 2016 For the financial year ended 31st March 2015
Revenue from Operation - -
Other Income 86.31 40.61
Total Income 86.31 40.61
Less: Expenses (68.67) (55.10)
Less: Exceptional Items - (234.75)
Profit/ (Loss) before tax 17.64 (249.24)
Less: Tax Expenses - (3.52)
Profit after Tax 17.64 (245.72)

b. OPERATIONS :

During the year under review your Company has not carried out any significant businessactivities. The Company during the financial yearunder review earned revenue from otherincome amounted to Rs. 86.31Lacs as against Rs.40.61 Lacs in the previous year.Profitbefore Tax amounted to Rs.17.64 Lacs as against loss of Rs. 249.24 Lacs in theprevious financial year. Profit after providing for current & deferred tax of theCompany is Rs. 17.64 Lacs in comparison with Net loss of Rs. 245.72 Lacs in the previousfinancial year.

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

c. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES :

During the year under review your Company did not have any subsidiary associate andjoint venture company.

d. DIVIDEND:

With a view to conserve resources your Directors have thought it prudent not torecommend any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount of profit to reservesduring the year under review. Hence the entire amount of profit for the year under reviewhas been carried forward to the Statement of Profit and Loss.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 (Rsthe ActRs) read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review. Hence the requirementfor furnishing of details of deposits which are not in compliance with the Chapter V ofthe Act is not applicable.

h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any contracts / arrangements / transactions during thefinancial year with the related parties.

j. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Full particulars of loans guarantees investmentsand securities provided during thefinancial year under review along with the purposes for which such loans guaranteesandsecuritiesare proposed to be utilized by the recipients thereof has been furnished inAnnexure I which forms part of this report.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) BOARD OFDIRECTORS & KEY MANAGERIAL PERSONNEL:

We regret to inform you about the sad demise of Mr. Sampat Kumar Somani an IndependentDirector of the Company who passed away on April 28 2016.

Mr. G.C.Damani was appointed as an Additional Independent Director of the Company videcircular resolution w.e.f. 17th June 2016to hold office upto the date of ensuing AnnualGeneral Meeting. Your Company has received notice from the shareholder along withrequisite deposits proposing the candidature ofMr. G.C.Damanifor appointment as Directorat the ensuing Annual General Meeting. It is also proposed to appoint Mr. Damani as anIndependent Director to the Company at the ensuing Annual General Meeting.

As per the provisions of Section 152 of the Companies Act 2013 Ms.JayantikaJatiashall retire by rotation at the ensuing Annual General Meeting of theCompany and being eligible has offered herself for re-appointment. Your Directorsrecommend the same for your approval.

In accordance with the provisions of the Act none of the Independent Directors areliable to retire by rotation.

b) DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declaration received from all theIndependent Directors of the Company in accordance to Section 149(6) of the Companies Act2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met Seven(7) times during the financial year ended 31st March2016. The dates on which the Board of Directors met during the financial year under revieware as under:

Sr. No. Date of the Board Meeting
1 20th May 2015
2. 30th May 2015
3. 23rd July 2015
4. 27th July 2015
5. 14th August 2015
6. 10th November 2015
7. 12th February 2016

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2016 the Board ofDirectors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2016 and ofthe Profit of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

c. COMMITTEES OF THE BOARD:

There are two Committees of the Board of Directors of the Company viz. Audit Committeeand Shareholders Grievances Committee.

(i) AUDIT COMMITTEE:

The composition of the Audit Committee is in conformity with the provisions of Section177 of the Companies Act 2013 and Regulation 18 of the Listing Regulations. Thecomposition of the Audit Committee of the Board of Directors of the Company during thefinancial year ended 31stMarch 2016 is detailed below:

1. Mr. Basant Kumar Daga Chairman and Independent Director

2. Mr. Prakash Kumar Mohta ExecutiveDirector.

3. Late Mr. Sampat Kumar Somani Non-Executive Independent Director* *Mr. Somani passedaway on 28th April 2016.

The Board of Directors of the Company have re-constituted the Audit Committee at itsmeeting held on 25thJuly 2016.

1. Mr. Basant Kumar Daga Chairman and Independent Director

2. Mr. Prakash Kumar Mohta Executive Director.

3. Mr. G. C. Damani Non-Executive (Additional Director - Independent)

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee:

(ii) SHAREHOLDERS GRIEVANCES COMMITTEE:

The composition of the Shareholders Grievances Committee is in compliance with theprovisions of

Section 178 of the companies Act 2013 and Regulation 20 of the Listing Regulations.The details of member of the Committee are detailed as under:

1. Mr. Basant Kumar Daga Chairman and Independent Director

2. Mr. Sampat Kumar Somani Non-Executive Independent Director* *Mr. Somani passed awayon 28th April 2016.

The Board of Directors of the Company have re-constituted the Shareholders GrievancesCommittee at its meeting held on 25th July 2016.

1. Mr. Basant Kumar Daga Chairman and Independent Director

2. Mr. G. C. Damani Non-Executive (Additional Director - Independent)

d. INTERNAL CONTROL SYSTEMS:

An adequate internal control system commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

4. AUDITORS AND AUDITORS'REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2016:

In respect of the observations made by Statutory Auditors in the Auditors' Report forthe year ended 31st March 2016 regarding: Observation: The Company has not establishedits internal financial control over financial reporting considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia. The impact of the same on financial statement cannot be reasonable estimated.

The Company has not carried any major operations during the year under review. Howeverthe internal auditor of the Company has reviewed the internal financial control of theCompany for the financial year 2015-16.

Observation: Employee Benefits as on 31st March 2016 are provided on the basis of theCompany's rules and not on the basis of Actuarial valuation as required under AccountingStandard 15 (revised). The Payment of Gratuity Act 1972 is not applicable to the Companyhence employee benefits as on 31st March 2016 are provided on the basis of the Company'srules and not on the basis of Actuarial valuation.

The other observations made by the Statutory Auditors in their report for the financialyear ended 31st March 2016 read with the explanatory notes therein are self-explanatoryand therefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

b. APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Singhi & Co. Chartered Accountants (FirmRegistration No. 302049E) the Statutory Auditors of the Company have been appointed for aterm of 1 Year i.e. from the conclusion of this Annual General Meeting until theconclusion of 45th Annual General Meeting.

Your Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) orre-enactment(s) for the time being in force) from M/s. Singhi & Co.

Further the Auditors have confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India (ICAI) as requiredunder the Listing Regulations.

Necessary resolution for appointment of the said Auditors is included in the Notice ofAnnual General Meeting for seeking approval of members.

c. FRAUD REPORTING:

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force).

d. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2016:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Drolia&Company Company Secretaries were appointed to issue Secretarial Audit Report for thefinancial year 2015-16. Secretarial Audit Report issued by the said Secretarial Auditorforthe financial year 2015-16 forms part to this report. The said reportdoes not contain anyobservation or qualification requiring explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

5. DISCLOSURE RELATED TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Pursuant to the provisions of sexual harassment of women at workplace (PreventionProhibition and Redressal) Act 2013 no case pertaining to sexual harassment at workplace has been reported to Company during the F.Y. 2015-16.

6. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2016made under the provisions ofSection 92(3) of the Act is attached as Annexure IIwhich formspart of this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

During the year under review the Company has neither earned nor used any foreignexchange.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Board wishes to thank all the shareholders for the confidence and trust they havereposed in the Company. Your Board similarly expresses gratitude for the co-operationextended by the statutory bodies and other stakeholders.

Your Board acknowledges with appreciation the invaluable support provided by theCompany's auditors business partners and investors.

Your Board records with sincere appreciation the valuable contribution made byemployees at all levels and looks forward to their continued commitment to achieve furthergrowth and take up more challenges that the Company has set for the future.

For and on behalf of the Board
Address : Century Bhavan PRAKASH KUMAR MOHTA
771 Dr. Annie Besant Road Worli Mumbai : 400 030 Director
Tel No. : 2430 7437 Fax No. : 2437 0434 DIN : 00191299
Website : www.universalprime.in • Email id : upalbby@gmail.com
Place : Mumbai
Date : 25.07.2016

ANNEXURE - I

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 for theFY 2015-16 are as follows :

Name of the Party Nature & Purpose of transaction Amount at the beginning of the year Transactions during the year Balance at the end of the year
Universal Enterprises Ltd. Kolkata Loan Given 18310500 Loan repaid 18310500 0
Kumar Metals Pvt. Ltd. Kolkata Loan Given 125280 Loan repaid 125280 0
Diplomat Ltd. (Trfd. from Kolkata & Mumbai) Loan Given 6063517 Loan repaid 6063517 0
Bhiragacha Finance Co. Pvt. Ltd. Advance Given 0 Advance given: 11100000 0
Advance repaid: 11100000
Inter Corporate Deposit
PBA Infrastructure Limited Inter corporate Deposit 3340143 15220 3355363
Elder Pharmaceuticals Limited Inter corporate Deposit 7224 (7224) 0
Bahar Suppliers Pvt. Ltd. Inter corporate Deposit 0 5000000 5000000
Investment in NCD
Shambhavi Realty Pvt. Ltd. 19% NCD 16105308 (16105308) 0
Avigna Properties Pvt. Ltd. 17% NCD 0 1000000 1000000
Mid-city Infra Pvt. Ltd. 17.25% NCD 0 900000 900000
ASP Infra Proj. Pvt. Ltd. - Series B 18% NCD 0 1200000 1200000
Sutlej Housing Pvt. Ltd. 18% NCD 0 1400000 1400000
Shambhavi Reality Pvt. Ltd. 18% NCD 0 2500000 2500000
Spenta Enclave Pvt. Ltd. 18% NCD 0 2500000 2500000
Gulam Mustafa Ent. Pvt. Ltd. 19% NCD 0 1700000 1700000
AMC of Sheth Buildwell 21% NCD 0 13943690 13943690
Radious & Deserve Land Developers Pvt. Ltd. Investment in NCD 0 12570000 12570000

 

For and on behalf of the Board
Address : Century Bhavan PRAKASH KUMAR MOHTA
771 Dr. Annie Besant Road Worli Mumbai : 400 030 Director
Tel No. : 2430 7437 Fax No. : 2437 0434 DIN : 00191299
Website : www.universalprime.in • Email id : upalbby@gmail.com
Place : Mumbai
Date : 25.07.2016

FORM No. MR - 3

SECRETARIALAUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014] To The Members

UNIVERSAL PRIME ALUMINIUM LIMITED

CENTURY BHAVAN

771 DR. A. B. ROAD WORLI MUMBAI - 400030 MAHARASHTRA

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/S Universal Prime AluminiumLimited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the M/S Universal Prime Aluminium Limited books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in myopinion the company has during the audit period covering the financial year ended on31st March 2016 complied with the statutory provisions listed hereunder and also theCompany has proper Board processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter : We have examined the books papersminute books forms and returns filed and other records maintained by Universal PrimeAluminium Limited (Rsthe companyRs) for the financial year ended on 31st March 2016according to the provisions of :

i) The Companies Act 2013 (the Act) and the rules made there under ;

ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder

; iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under ;

iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings - Not applicable to the Company during the Audit Period.

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act')

-a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 ;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992.

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009(Not applicable to the Company during the Audit Period).

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the Company during theAudit Period).

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period).

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not applicable to the Company during the Audit Period).

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the Company during the Audit Period).

We have also examined compliance with the applicable clauses of the following :

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreement entered into by the Company with CSE.

iii) Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015 During the period under review the Company has compliedwith the provisions of the Act Rules Regulations Guidelines Standards etc. mentionedabove subject to the following observations :

1. The Companies Act 2013

i. The Company has not appointed Key Managerial Personnel as required under section203 of the Companies Act 2013. I have been informed by the management that efforts arebeing made to comply with the provisions of the Act.

2. Listing AgreementSEBI (LODR)Regulations 2015 and Various Rules andRegulations made uner SEBI ACT 1992 and SCRA ACT 1956

i. Erstwhile Clause 49 of the listing agreement/ Regulation 15 of LODR relating toCorporate Governance is not applicable to the company.

ii. As informed by the management that the company is in the process of entering intothe fresh agreement with the Stock Exchanges in terms of SEBI Circular No.CIR/CFD/CMD/6/2015 dated 13th October 2015

Subject to above we further report that

The Board of Directors of the Company is duly constituted. All the Directors areNon-Executive Directors/ Independent Directors. The changes in the composition of theBoard of Directors that took place during the period under review were carried withcomplying with with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda weresent in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

Majority decision is carried through while the dissenting members' views if any arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and process in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the Audit period that there was no specific events/actions having a major baring on the company's affairs in pursuance of the above referredlaws regulations guidelines standards etc referred to above.

FOR DROLIA & COMPANY
(Company Secretaries)
(Pravin Kumar Drolia)
Proprietor
Place : Kolkata F.C.S No. 2366
Date : 20th May 2016 Certificate of Practice No. 1362

Note: This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.

Annexure - A

To

The Members

Universal Prime Aluminium Limited

CENTURY BHAVAN

771 DR. A. B. ROAD WORLI MUMBAI - 400030 MAHARASHTRA

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to be express on opinion on these secretarial records basedon our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis of my opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happenings of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company

FOR DROLIA & COMPANY
(Company Secretaries)
(Pravin Kumar Drolia)
Proprietor
Place: Kolkata F.C.S No. 2366
Date: 20th May 2016 Certificate of Practice No. 1362