Universal Prime Aluminium Limited
Your Directors present Forty Seventh Annual Report on the operations of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2019.
1. FINANCIAL STATEMENTS & RESULTS :
a. Financial Results
The Company's performance during the year ended 31st March 2019 as compared to theprevious financial year is summarized below :
| ||( AMOUNT IN RS.) |
|Particular ||For the financial year ended 31st March 2019 ||For the financial year ended 31st March 2018 |
|Revenue from Operation ||- ||- |
|Other Income ||8044406 ||11372420 |
|Total Income ||8044406 ||11372420 |
|Less : Expenses ||7400423 ||8089215 |
|Add : Exceptional Items ||- ||1070720 |
|Profit / (Loss) before tax ||643983 ||4353925 |
|Less : Tax Expenses ||470000 ||54000 |
|Profit after Tax ||173983 ||4299925 |
b. OPERATIONS :
During the year under review your Company did not carry out any significant businessactivities. The Company during the financial year under review earned revenue from otherincome amounted to Rs. 8044406/- as against Rs. 11372420/- in the previous year.Profit before Tax amounted to Rs. 643983/- as against profit of Rs. 4353925/- in theprevious financial year. Profit after providing for current & deferred tax of theCompany is amounted to Rs. 173983/- compared to net profit of Rs. 4299925/- of 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 COMPANIES :
During the year under review your Company did not have any subsidiary associate andjoint venture company.
d. DIVIDEND :
In view of accumulated losses your Directors have not recommended any dividend for thefinancial 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 Profit and Loss Reserve account.
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 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. 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 WITH RELATED PARTIES :
During the year under review all transactions with the Related parties as definedunder the Companies Act 2013 read with Rules framed thereunder were in the ordinarycourse of business and at arm s length basis. Your Company has formulated a Policy onRelated Party transactions which require prior approval of the Members. All Related Partytransactions of your Company had prior approval of the Audit Committee as required underthe Listing Regulations. Your Company has formulated a policy on related party transactionand the said policy has been uploaded on the website of the Company. During the year underreview there has been no materially significant Related Party transactions havingpotential conflict with the interest of the Company.
Necessary disclosures required under AS 18 have been made in Note No. 26 of the Notesto the financial Statements for the year ended March 31 2019.
k. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES :
In terms of Section 186 of the Companies Act 2013 and the Rules framed thereunderdetails of the Loans given and investments made by your Company are provided in Note No. 5of the financial statement. However the Company has not granted guarantee or providedsecurities during the year under review.
l. DISCLOSURE UNDER SECTION 43(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 SECTION 54(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. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT 2013 :
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 ACT 2013 :
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 2014 is furnished.
p. BOARD EVALUATION :
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of the committees of the Board. The Nomination andRemuneration Committee has also carried out evaluation of every Directors performance.
The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated.
The Directors expressed their satisfaction with the evaluation process.
q. VIGIL MECHANISM / WHISTLE BLOWER :
The Company has established a vigil mechanism through which directors employees andbusiness associates may report unethical behavior.
r. RISK MANAGEMENT POLICY :
The Management has put in place adequate and effective system and manpower for thepurpose of preparation of Risk Management Plan reviewing and monitoring the same onregular basis identifying and reviewing critical risks on regular basis reporting of keychanges in critical risks to the Board on an ongoing basis.
s. CORPORATE :
Company is having a paid-up share capital not exceeding Rs.10 crores and net worth notexceeding Rs. 25 crore and hence as per SEBI (LODR)Regulations 2015 Corporate GovernanceReport and certificate does not apply to the Company.
2. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
a) Board of Directors & Key Managerial Personnel :
In accordance with the provisions of the Act none of the Independent Directors areliable to retire by rotation.
The Board of Directors of the Company had appointed Mr. Nawal Kishor Bagri (DIN :08480264) as an Additional Director of the Company in the Category Non-ExecutiveIndependent with effect from 13th June 2019 for a period of five consecutive years andwho holds office up to the ensuing AGM of the Company'subject to approval of shareholdersin general meeting. The Company has received a Notice under Section 160 of the CompaniesAct 2013 form the Member signifying the candidature of Mr. Bagri for his appointment as aDirector.
A brief profile of Mr. Nawal Kishor Bagri is annexed to the Notice. Your Boardrecommends appointment of Mr. Nawal Kishor Bagri as a Director and also as an IndependentDirector of the Company for a term of 5 consecutive years subject to approval of theMembers at the ensuing AGM.
The Board of Directors confirms that the Independent Directors have affirmed compliancewith the Code for Independent Directors as prescribed in Schedule IV to the Companies Act2013 and also with the Company's Code of Conduct to all the Board Members and SeniorManagement Personnel of the Company.
The Board appointed Shri Gokul Chand Damani (DIN : 00191101) as a Whole-Time Directorof the Company for a period of five years commencing from 13th day of June 2019 andending on 12th day of June 2024 subject to approval of shareholders in general meeting.The Board recommends his appointment to the shareholders for approval.
Pursuant to the provisions of Section 203 of the Act the Board has appointedBanwarilal Laxminarayan Bagaria as the Chief Financial Officer (CFO) of the Company witheffect from May 02 2019 and Ms. Priyanka Motwani as the Company'secretary cum ComplianceOfficer with effect from June 04 2019.
Further Mrs. Jayantika Jatia (DIN : 01350121) has resigned from the directorshipw.e.f July 08 2019. The Board places on record its deep sense of gratitude and sincereappreciation for the immense contribution made by her towards the growth and developmentof the Company.
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--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 March2019. The dates on which the Board of Directors met during the financial year under revieware as under:
|Sr. No. ||Date of the Board Meeting ||Attendance |
|1. ||30th May 2018 ||04 |
|2. ||18th July 2018 ||04 |
|3. ||13th August 2018 ||04 |
|4. ||14th November 2018 ||04 |
|5. ||19th November 2018 ||04 |
|6. ||03rd December 2018 ||04 |
|7. ||15th March 2018 ||04 |
b. DIRECTORS' 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 2019 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 2019 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. internal financial controls laid down by the Company are adequate and were operatingeffectively.
f 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 three Committees of the Board of Directors of the Company viz. AuditCommittee Nomination & Remuneration Committee and 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 2019 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. Jayantika Jatia (Director Non- executive)
|Sr. No. ||Date of the Audit Committee Meeting ||Attendance |
|1. ||30th May 2018 ||03 |
|2. ||18th July 2018 ||03 |
|3. ||13th August 2018 ||03 |
|4. ||14th November 2018 ||03 |
|5. ||19th November 2018 ||03 |
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Regulations 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) Stakeholders Relationship Committee :
The composition of the Stakeholders Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the ListingRegulations. The composition of the Stakeholders Relationship Committee of the Board ofDirectors of the Company during the financial year ended 31st March 2019 is detailedbelow :
1. Mr. Basant Kumar Daga (Chairman and Independent Director)
2. Mr. G. C. Damani (Non-Executive and Independent Director)
|Sr. No. ||Date of the Stakeholders Relationship Committee Meeting ||Attendance |
|1. ||17th May 2018 ||02 |
|2. ||14th June 2018 ||02 |
|3. ||06th October 2018 ||02 |
|4. ||29th October 2018 ||02 |
|5. ||22nd November 2018 ||02 |
|6. ||13th December 2018 ||02 |
|7. ||17th December 2018 ||02 |
|8. ||15th January 2019 ||02 |
(iii) NOMINATION AND REMUNERATION COMMITTEE :
The composition of the Nomination and Remuneration Committee is in compliance with theprovisions of Section 178 of the companies Act 2013 and Regulation 19 of the ListingRegulations. The composition of the Nomination and Remuneration Committee of the Board ofDirectors of the Company during the financial year ended 31st March 2019 isdetailed below :
1. Mr. Basant Kumar Daga (Chairman and Independent Director)
2. Mr. G. C. Damani (Non-Executive and Independent Director)
3. Mrs. Jayantika Jatia (Director Non- executive)
|Sr. No. ||Date of the Nomination and Remuneration Committee Meeting ||Attendance |
|1. ||17th May 2018 ||03 |
|2. ||13th December 2018 ||03 |
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. ANNUAL EVALUATION 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 are designed to ensurereliability of financial reporting timely feedback on achievement of operational andstrategic goals compliance with policies procedure applicable laws and regulations andthat all assets and resources are acquired economically used efficiently and adequatelyprotected.
g. INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
h. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014 :
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandate to disclose inits Boards Report the ratio of the remuneration of each director to the median of thepermanent employee s remuneration. Further none of the directors of the Company has drawnany remuneration during the financial year under review from the Company.
In view of the explanation furnished above no disclosure under the said provision hasbeen furnished.
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 31STMARCH 2019 :
In respect of the observations made by Statutory Auditors in the Auditors Report forthe year ended 31st March 2019 regarding :
OBSERVATION : The Company has not established its internal financial control overfinancial reporting considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India. The impact of the same on financialstatement cannot be reasonable estimated.
The Company has not carried any major operations since last many years. The Company isin process of implementing financial controls for major transactions.
OBSERVATION : Employee Benefits as on 31st March 2019 are provided on the basis of theCompany's rules and not on the basis of Actuarial valuation as required under AccountingStandard 15 (revised). The impact of the same on financial statement cannot be reasonableestimated.
The payment of Gratuity Act 1972 is not applicable to the Company hence employeebenefits as on 31st March 2019 are provided on the basis of the Company's rules and noteon the basis of Actuarial valuation.
The other observations made by the Statutory Auditors in their report for the financialyear ended 31st March 2019 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.
OBSERVATION : The Company is required to obtain registration under Section 45-IA of theReserve Bank of India 1934.
The Company has not been carrying on any activities since last many years and amountlying with the Company has been invested in the short-term instruments and given as loanto generate the revenue from the funds to meet with the fixed costs of the Company. Hencethe Company's main activities are not related to any Non-Banking Finance Activities andaccordingly no such registration was required to be obtained.
b. RATIFICATION FOR 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. R.K. Khandelwal& Co Chartered Accountants(Firm Registration No. 105054W) the Statutory Auditors of the Company have been appointedfor a term of 5 years at the 45th Annual General Meeting of the Company.
As per the notification dated 7th May 2018 issued by the Ministry of Corporate Affairsfor commencement of section under the Companies Act (Amendment) 2017 ratification ofappointment of Statutory Auditors at every Annual General Meeting has been withdrawn.Accordingly no resolution for ratification of appointment of statutory auditors isproposed in the ensuing Annual General Meeting. The Company has received a confirmationfrom the said Auditors that they are not disqualified to act as the Auditors and areeligible to hold the office as Auditors of the Company.
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 2019 :
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 2018-19. Secretarial Audit Report issued by the said Secretarial Auditorforthe Financial Year 2018-19 forms part to this report. The said Secretarial Audit Report isself the explanatory along with the Management Reply as required under the Companies Act2013.
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 2018-19.
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 2019made under the provisionsof Section 92(3) of the Act is attached as Annexure I which forms part of this Report.
b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO :
During the year under review the Company did not carry out any activities hence nodisclosure for conservation of energy technology absorption adaptation and innovationwas required to be furnished. The Company has neither earned nor used any foreign exchangeduring the financial year under review.
c. COST AUDIT REPORT :
The provisions of Cost Audit as per Section 148 are not applicable on the Company.
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 : 15th July 2019 ||GOKUL CHAND DAMANI |
|Registered Office : ||Whole-time Director |
|Century Bhavan ||DIN : 00191101 |
|771 Dr. Annie Besant Road || |
|Worli Mumbai : 400 030 ||NAWAL KISHORE DAMANI |
|Tel No. : 2430 7437 ||AAdditional Director |
|Email id : firstname.lastname@example.org ||DIN : 08480264 |
|Website : www.universalprime.in || |