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Universus Photo Imagings Ltd.

BSE: 542933 Sector: Consumer
NSE: UNIVPHOTO ISIN Code: INE03V001013
BSE 00:00 | 19 Jan 694.00 -5.60
(-0.80%)
OPEN

690.00

HIGH

694.10

LOW

677.00

NSE 00:00 | 19 Jan 690.30 -4.20
(-0.60%)
OPEN

697.65

HIGH

697.65

LOW

683.20

OPEN 690.00
PREVIOUS CLOSE 699.60
VOLUME 412
52-Week high 820.25
52-Week low 156.00
P/E 52.14
Mkt Cap.(Rs cr) 760
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 690.00
CLOSE 699.60
VOLUME 412
52-Week high 820.25
52-Week low 156.00
P/E 52.14
Mkt Cap.(Rs cr) 760
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Universus Photo Imagings Ltd. (UNIVPHOTO) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 10th Annual Report on the business andoperations of the Company together with Audited Financial Statements for the year ended31st March 2021.

The Standalone and Consolidated Financial Results for the year under review are givenbelow: -

1. FINANCIAL RESULTS Amount (Rs. Lakhs)

Particular

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Total Income 5839.82 7362.54 5839.82 7362.54
Profit before Depreciation & Tax 1932.38 2083.47 3931.54 4900.54
Less : Depreciation 54.41 70.35 54.41 70.35
Profit before Tax 1877.97 2013.12 3877.13 4830.19
Less : Taxation 451.67 440.28 451.66 440.28
Profit after Tax 1426.30 1572.84 3425.46 4389.91
Earning per Share( In Rupees) 13.03 14.37 31.29 40.10

2. OPERATIONS

Presently your company is engaged in the manufacturing business of photographic papersRoll films Medical X-ray films etc. During the year your Company has earned a profitafter tax of Rs. 1426.31 lacs. Company’s Plant is located at 260/23 SheetalIndustrial Estate Demani Road Dadra-396193 Dadra & Nagar Haveli (U.T.)

3. DIVIDEND

Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any dividend for the year under review.

4. NAME CHANGE:

The Name of the Company was changed from Jindal Photo Imaging Limited to UniversusPhoto Imagings Limited vide Shareholders resolution dated December 112019 and a freshcertificate of incorporation was obtained on December 12 2019.

5. LISTING:

In terms of scheme of demerger consequent upon receipt of approval of Listing yourCompany’s equity shares were listed for trading on National Stock Exchange of IndiaLimited (NSE) and BSE Limited (BSE) w.e.f. 14th February 2020. The listing fee up to theyear 2021-2022 has already been paid to the Stock Exchanges.

6. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT

Your Directors strive to maintain highest standards of Corporate Governance. TheCorporate Governance Report is attached to this Report. The declaration of the Whole-TimeDirector confirming compliance with the ‘Code of Conduct’ of the Company andAuditor’s Certificate confirming compliance with the conditions of CorporateGovernance are enclosed with Corporate Governance Report to this Report.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has formulated a long-term CSR Policy to contribute wellbeing anddevelopment of the society through direct contribution as well as through BC JindalFoundation. The CSR Policy is available on the Company’s website athttps://www.universusphotoimagings.com/financial/CSR%20Policy%20 UPIL.pdf

The composition and terms of reference of Corporate Social Responsibility Committee aregiven in the Corporate Governance Report. The Annual Report on CSR activities asprescribed under Section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 is attached as Annexure "A" to thisReport..

8. DIRECTORS.

A) Chairman

Mr. Radha Krishna Pandey Non-Executive & Independent Director is the Chairman ofthe Board of the company.

B) Appointment and Re-appointment of Directors

During the year Mr. Vinod Kumar Gupta (DIN: 000006526) has been appointed asNon-Executive- Non Independent Director to the Board of Directors of the company effectivefrom 30th May 2020.

Mr. Rathi Binod Pal Director (DIN: 00092049)) who retires by rotation and beingeligible offers himself for re-appointment.

Mr. Shailendra Sinha Whole Time Director (DIN: 08649186) who retires by rotation andbeing eligible offers himself for re-appointment

9. KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 ason March 31 2021 following were Key Managerial Personnel of the Company.

a) Mr. Shailendra Sinha Whole-Time Directors

b) Mr. Krishan Gopal Agarwal Chief Financial officer

c) Mr. Sanjeev Kumar Company Secretary (up to 12th June 2020).

d) Mr. Suresh Kumar Company Secretary effective from 29th June 2020

10. INDEPENDENT DIRECTORS.

Mr. R. K. Pandey (DIN: 00190017) is acting as an Independent Director and his tenurewill come to end on 10th December 2025.

Mrs. Sonal Agarwal (DIN : 08212478) is acting as an Independent Director and her tenurewill come to end on 10th December 2025.

11. INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

12. CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the nature of business during the year under review.

13. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that all the IndependentDirectors of the Company possesses integrity relevant expertise and experience requiredto best serve the interest of the Company. The Independent Directors have confirmedcompliance of relevant provisions of Rule 6 of the Companies (Appointments andQualifications of Directors) Rules 2014.

I. DIVERSITY OF THE BOARD

The Company believes that diversity is important to the work culture at anyorganization. In particular a diverse Board among others will enhance the quality ofdecisions by utilizing different skills qualifications and professional experience forachieving sustainable and balanced development.

II. REMUNERATION POLICY

In pursuance of the provisions of Section 178 of the Companies Act 2013 and ListingRegulations the Company has formulated a Remuneration Policy which is available atCompany’s website athttps://www.universusphotoimagings.com/financial/REMUNERATION%20POLICY.pdf

The Remuneration Policy inter-alia includes the appointment criterion &qualification requirements process for appointment & removal retirement policy andremuneration structure & components etc. of the Directors KMP and other seniormanagement personnel of the Company. As per the Remuneration Policy a person proposed tobe appointed as Director KMP or other senior management personnel should be a person ofintegrity with high level of ethical standards. In case of appointment as an independentdirector the person should fulfils the criteria of independence prescribed under theCompanies Act 2013 rules framed thereunder and the Listing Regulations. The RemunerationPolicy also contains provisions about the payment of fixed & variable components ofremuneration to the Whole-Time Director and payment of sitting fee & commission to thenonexecutive directors and describes fundamental principles for determination ofremuneration of senior management personnel and other employees.

III. DISCLOSURES UNDER THE COMPANIES ACT 2013 RULES THEREUNDER AND SECRETARIALSTANDARDS

a) During the year under review company’s one of investee company namely JPFNetherland BV an associate company (offered two Rights issues of differential rightsshares to its shareholders in which the company decided not to subscribe in line with itsIndia centric investment strategy and no dividend yield from this investment so far).Consequently the shareholding of the company in JPF Netherland "BV" now standsto 39.87% (Previous Year- 47.51%).

b) No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

c) With reference to Section 134(3)(h) of the Companies Act 2013 all contractsandarrangements with related parties under Section188(1) of the Act entered into by theCompanyduring the Financial Year were in the ordinary courseof business and on anarm’s length basis. The detailsof the related party transactions as requiredunderAccounting Standard are set out in Note 33 to thestandalone financial statementsforming part of thisAnnual Report.No Material Related Party Transactions i.e.transactionsamounting to ten percent or more ofthe annual consolidated turnover as per the lastauditedfinancial statements were entered duringthe year by your Company. Accordinglythedisclosure of Related Party Transactions to beprovided under section 134(3)(h) of theCompaniesAct 2013 in Form AOC - 2 is not applicable.

As per the Listing Regulations all related partytransactions are placed before theAudit Committeefor approval. The Company has developed a RelatedParty Transactions Policyfor the purpose ofidentification and monitoring of such transactionsand can be accessed onthe Company’s website at https://www.universusphotoimagings.com/investors.html

d) The details forming part of the extract of the Annual Return in Form MGT-9 asrequired under Section 92 of the Act may be downloadedhttps://www.universusphotoimagings.com/investors. html

e) The following information is given in the Corporate Governance Report attached tothis Report:

i. The performance evaluation of the Board the Committees of the Board Chairpersonand the individual Directors;

ii. The Composition of Audit Committee; and

iii. The details of establishment of Vigil Mechanism.

g) The particulars of loans and guarantees given and investments made under Section 186of the Companies Act 2013 are given in the Notes to the Financial Statements. During theyear the auditors and the secretarial auditors have not reported any fraud under Section143(12) of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014.

h) The Company has complied with the applicable Secretarial Standards prescribed underSection 118(10) of the Companies Act 2013.

IV. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby state that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profitand loss of the Company for the year ended March 312021;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

14. INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficientconduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.

15. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board hasappointed M/s. B.K. Shroff & Co. Chartered Accountants (FRN 302166F) as InternalAuditor for conducting the Internal Audit of the Company for the financial year 2020-21.

16. AUDITORS AND COST AUDITORS

The Notes to the Financial Statements read with the Auditor’s Reports areself-explanatory and therefore do not call for further comments or explanations. Therehas been no qualification reservation adverse remark or disclaimer in the Auditor’sReports.

The shareholders of the Company at their 7th AGM held on 29th September 2018 hasappointed M/s. Suresh Kumar Mittal & Co. Chartered Accountants (Firm Registration No.500063E) as Statutory Auditor of the Company to hold office for a term of 5 (five)consecutive years from the conclusion of 7th AGM of the Company till the conclusion of12th AGM of the Company.

Cost records as specified by the Central Government under sub section (1) of section148 of the Act are not applicable on the Company.

17. SECRETARIAL AUDIT

In pursuance of the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors of the Company had appointed M/s DMK Associates Practicing Company Secretariesfor conducting secretarial audit of the Company for the financial year 2021-2022. TheSecretarial Audit Report issued by the aforesaid Secretarial Auditors is attached asAnnexure "B" to this Report.

There has been no qualification reservation observation disclaimer or adverse remarkin the Secretarial Audit Report.

18. SECRETARIAL STANDARDS

During the Financial Year 2020-2021 the Company has complied with applicableSecretarial Standards issued by the Institute of the Company Secretaries of India.

19. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the Financial Year2021-2022 to the NSE and the BSE where the Company’s equity shares are listed.

20. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act 2013 and rule 12(1)of the Companies (Management and Administration) Rules 2014 the Annual Return of theCompany is available on the website of the Company at the link: https://www.universusohotoimaainas.com

21. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The energy efficient operation of the plants results into manifold benefits in the formof saving of natural and financial resources and reduction of carbon footprint. TheCompany takes continuous initiatives to make its manufacturing facilities energyefficient. The requisite information with regard to conservation of energy technologyabsorption and foreign exchange earnings and outgo in terms of the Companies (Accounts)Rules 2014 is set out in Annexure "C" attached to this Report.

22. RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework.

23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy inpursuance of provisions of Section 177(10) of the Companies Act 2013 and details whereofis available on the Company’s website athttps://www.universusphotoimagings.com/financial/WHISTLE%20BLOWER%20 POLICY.pdf

During the year under review there was no complaint received under this mechanism.

24. EVALUATION OF BOARD’S PERFORMANCE

On the advice of the Board of Directors the Nomination and Remuneration Committee hasformulated the criteria for the evaluation of the performance of Independent DirectorsNon-Independent Directors and the Chairman of the Board. The Independent Directors of theCompany have also convened a separate meeting for this purpose. All the results andevaluation have been communicated to the Chairman of the Board of Directors.

25. DEPOSITS

During the year the Company has not accepted any deposits from the public underChapter V of the Companies Act 2013. There was no public deposit outstanding as at thebeginning and end of the financial year 2020-2021.

26. ASSOCIATE AND SUBSIDIARY COMPANY.

During the year under review there is no any subsidiary of your company. Howevercompany is having one Associate company namely JPFL Netherland "BV".

JPF Netherland BV an associate company offered two Rights issues of differentialrights shares to its shareholders in which the company decided not to subscribe in linewith its India centric investment strategy and no dividend yield from this investment sofar. Consequently the shareholding of the company in JPF Netherland "BV" nowstands to 39.87% (Previous Year- 47.51%).

27. PARTICULARS OF EMPLOYEES

The human resource is an important asset which has played pivotal role in theperformance and growth of the Company over the years. Your Company maintains very healthywork environment and the employees are motivated to contribute their best in the workingof the Company. The information required to be disclosed in pursuance of Section 197 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure "D" to this Report.

The information pursuant to Section 197(12) of the Companies Act 2013 read with Rule5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 pertaining to the top ten employees in terms of remuneration drawn and theirother particulars also form part of this report. However the report and the accounts arebeing sent to the members excluding the aforesaid annexure. In terms of Section 136 of theAct the said annexure is open for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretary

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has in place a policy on prevention of Sexual Harassment at workplace.This policy is in line with the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013.

As per the said Policy an Internal Complaints Committee is also in place to redresscomplaints received regarding sexual harassment. There was no complaint received from anemployee during the financial year 2020-2021 and hence no complaint is outstanding as onMarch 312021 for redressal.

29. ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions Banksand various State and Central Government authorities for the co-operation extended to theCompany. Directors also take this opportunity to thank the shareholders customerssuppliers and distributors for the confidence reposed by them in the Company. Theemployees of the Company contributed significantly in achieving the results. YourDirectors take this opportunity to thank them and hope that they will maintain theircommitment to excellence in the years to come.

For and on behalf of Board of Directors
sd/- sd/-
Shailendra Sinha Rathi Binod Pal
Whole-Time Director Director
DIN:08649186 DIN: 00092049

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