Universal Prime Aluminium Limited
Your Directors present Forty Fifth Annual Report on the operations of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2017.
1. FINANCIAL STATEMENTS & RESULTS : a. Financial Results
The Company's performance during the year ended 31st March 2017 as compared to theprevious financial year is summarized below :
| || |
( INR in actual )
|Particular ||For the financial year ended 31st March 2017 ||For the financial year ended 31st March 2016 |
|Revenue from Operation ||- ||- |
|Other Income ||8032144 ||8631285 |
|Total Income ||8032144 ||8631285 |
|Less : Expenses ||(6886616) ||(686735) |
|Less : Exceptional Items ||- ||- |
|Profit / (Loss) before tax ||1145528 ||1763960 |
|Less : Tax Expenses ||- ||- |
|Profit after Tax ||1145528 ||1763960 |
b. OPERATIONS :
During the year under review your Company has not carried out any significant businessactivities. The Company during the financial year under review earned revenue from otherincome amounted to INR 8032144/- as against INR 8631285/- in the previous year.Profitbefore Tax amounted to INR 1145528/-as against profit of INR 1763960/-in theprevious financial year. Profit after providing for current & deferred tax of theCompany is INR 1145528/- in comparison with net profit of INR 1763960/- in theprevious financial 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
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 pertaining to previous financialyears during 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 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable. h. DISCLOSURES UNDER SECTION 134(3)(l) OF THECOMPANIES 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. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS :
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITHRELATED PARTIES :
The Company has not entered into any contracts / arrangements / transactions during thefinancial year with the related parties. k. PARTICULARS OF LOANS GUARANTEES INVESTMENTSAND SECURITIES :
Full particulars of loans guarantees investments made and securities provided alongwith the purposes for which the loan or guarantee or security is proposed to be utilizedby the recipient are provided in the financial statement. l. Disclosure under Section43(a)(ii) of the Companies Act 2013 :
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished. m. Disclosure under Section54(1)(d) of the Companies Act 2013 :
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished. n. Disclosureunder Section 62(1)(B) of the Companies Act2013 :
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished. o. Disclosure under Section 67(3) of the Companies Act2013 :
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014is furnished.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152 of the Companies Act 2013 Mr. Prakash KumarMohta shall retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible has offered himself for re-appointment. Your Directors recommend the samefor your approval.
In accordance with the provisions of the Act none of the Independent Directors areliable to retire by rotation.
There was no other changes in the Board of Directors of the Company. b) DECLARATIONS BYINDEPENDENT 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 Nine (9) times during the financial year ended 31st March2017. 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. 30th May 2016
2. 25th July 2016
3. 12th August 2016
4. 5th September 2016
5. 7th Novembere 2016
6. 14th November 2016
7. 13th February 2017
8. 13th March 2017
9. 29th March 2017
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 2017 the Board ofDirectors hereby confirms that : a. in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures ; b. such accounting policies have been selected and appliedconsistently and the Directors made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at31st March 2017 and of the Profit of the Company for that year ; c. proper and sufficientcare was taken for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities ; d. the annual accounts of the Company have beenprepared on a going concern basis ; e. internal financial controls laid down by theCompany are adequate and were operating effectively ; f. proper systems have been devisedto ensure compliance with the provisions of all applicable laws and that such systems wereadequate 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 31st March 2017 is detailed below : 1. Mr. Basant Kumar Daga(Chairman and Independent Director) 2. Mr. Prakash Kumar Mohta (Executive Director) 3.Mr. G. C. Damani (Non-Executive and Independent Director) 4. Mrs. JayantikaJatia(Director Non- executive) The scope and terms of reference of the Audit Committee havebeen amended in accordance with the Act and the Listing Regulations entered into with theStock 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 ListingRegulations. The Committee comprise with the following directors as its members :
1. Mr. Basant Kumar Daga (Chairman and Independent Director) 2. Mr. G. C. Damani(Non-Executive and Independent Director) d. Risk Management Policy :
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews. e. AnnualEvaluation of Directors Committee and Board :
The Independent Directors at their meeting considered and evaluated the Board'sperformance performance of the Chairman and other Non-Independent Directors. The Boardsubsequently evaluated performance of the Board the Committees and Independent Directors.f. 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. g. Disclosure under Section 197(12) of the Companies Act 2013and other Disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules2014 :
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inits Boards' Report the ratio of the remuneration of each director to the median of thepermanent employee's remuneration.
However since there is no permanent employee in the Company no disclosure under thesaid provision has been furnished.
4. AUDITORS AND AUDITORS'REPORTS :
The matters related to Auditors and their Reports are as under : a. Observations ofStatutory Auditors on accounts for the year ended 31st March 2017 :
In respect of the observations made by Statutory Auditors in the Auditors' Report forthe year ended 31st March 2017 regarding : Observation : The Company has notestablished its internal financial control over financial reporting considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India. The impact of the same on financial statement cannot be reasonableestimated. The Company has not carried any major operations since last many years. TheCompany is in process of implementing financial controls for major transactions.
Observation : Employee Benefits as on 31st March 2017 are provided onthe basis of the Company's rules and not on the basis of Actuarial valuation as requiredunder Accounting Standard 15 (revised).The impact of the same on financial statementcannot be reasonable estimated. The payment of Gratuity Act 1972 is not applicable to theCompany hence employee benefits as on 31st March 2017 are provided on the basis of theCompany's rules and note on the basis of Actuarial valuation.
The other observations made by the Statutory Auditors in their report for the financialyear ended 31st March 2017 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 and as per the recommendation received from the AuditCommittee M/ s. R. K. Khandelwal& Co. Chartered Accountants (having FirmRegistration No.105054W have been proposed as a Statutory Auditors of the Company for aterm of five years i.e. from the conclusion of this Annual General Meeting until theconclusion of 50thAnnual 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. R. K. Khandelwal& Co.Chartered Accountants.
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 AuditReport for the year ended 31st March 2017 :
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 2016-17. Secretarial Audit Report issued by the said Secretarial Auditorforthe Financial Year 2016-17 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 Financial Year 2016-17.
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 2017 made under the provisionsof Section 92(3) of the Act is attached as Annexure Iwhich formspart of this Report. b.Conservation of energy technology absorption and foreign exchange earnings and outgo :
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.
Place : Mumbai For and on behalf of the Board
Date : 27th July 2017 PRAKASH KUMAR MOHTA
Registered Office : Director
Century Bhavan DIN : 00191299
771 Dr. Annie Besant Road
Worli Mumbai : 400 030
Tel No. : 2430 7437
Email id : firstname.lastname@example.org
Website : www.universalprime.in