DIRECTORS' REPORT TO THE MEMBERS, UNIVERSAL PRIME ALUMINIUM LIMITED Your Directors present Forty Third Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2015. b. OPERATIONS : During the year under review, your Company has not carried out any significant business activities. The Company during the financial yearunder review earned other income amounted to Rs. 40.61Lacs as against Rs. 86.86 Lacs in the previous year. Loss before Depreciation and Tax but after exceptional items amounted to Rs.245.33Lacs. After providing for current & deferred tax of Rs. (3.52)Lacs the Company registered a Net Loss of Rs. 245.72Lacs in comparison with Net Profit of Rs. 37.13Lacs in the previous year. There was no change in nature of the business of the Company, during the year under review. c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES : During the year under review, your Company did not have any subsidiary, associate and joint venture company. d. DIVIDEND : Considering the loss incurred in the current financial year and accumulated losses, your Directors express their inability to recommend any dividend for the financial year under review. e. TRANSFER TO RESERVES : In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves. 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 of provisions 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 requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the 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 position, have occurred between the end of the financial year of the Company and date of this report. i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES There are no contracts / arrangements / transactions entered by the Company during the financial year with related parties. j. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES : Full particulars of loans, guarantees, investmentsand securities provided during the financial year under review along with the purposes for which such loans, guaranteesand securitiesare proposed to be utilized by the recipients thereof, has been furnished in Annexure II which forms part of this report. 2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL : a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL : Mrs. Jayantika Jatia (DIN: 01350121) was appointed as additional Director of the Company on 26th March, 2015 to hold office upto the date of ensuing Annual General Meeting. The Company has received notices from shareholders along with requisite deposits proposing the candidature of Mrs. Jayantika Jatia for appointment as Directors at the ensuing Annual General Meeting.Apart from the said change there was no other change in the Board of Directors of the Company. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Prakash Kumar Mohta will retire by rotation at the ensuing Annual General Meeting of the Company.In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Mr. Prakash Kumar Mohta, being eligible, has offered himself for re-appointment. The Board recommends his reappointment. b. DECLARATIONS BY INDEPENDENT DIRECTORS : The Company has received and taken on record the declaration received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company. 3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES : a. BOARD MEETINGS : Six meetings of Board of Directors were held during the financial year under review i.e. on 9th May 2014, 30th May, 2014, 31st July, 2014, 10th November 2014, 13th February 2015 and 26th March, 2015. b. DIRECTOR'S RESPONSIBILITY STATEMENT : In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ; b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for that year ; c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company 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 all applicable 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 Committee and Shareholders Grievances Committee. d. AUDIT COMMITTEE : The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of: 1. Mr. Sampat G. Somani, Chairman, 2. Mr. Basant Kumar Daga, Independent Director and 3. Mr. Prakash Kumar Mohta, Independent ExecutiveDirector. The scope and terms of reference of the Audit Committee have been amended in accordance with 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 all the recommendations of the Committee. e. SHAREHOLDERS GRIEVANCES COMMITTEE : During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Shareholder Grievances Committee, comprising of Mr. Basant Kumar Daga has been appointed the Chairman of the Shareholders Grievances Committee. f. INTERNAL CONTROL SYSTEMS : Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. g. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 : The remuneration is not paid to any of the Director of the Company for the financial year under review. 4. AUDITORS AND 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 2015 : The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015 : Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s.Drolia& Company, Company Secretaries were appointed to issue Secretarial Audit Report for the financial year 2014-15. Secretarial Audit Report issued by the said Secretarial Auditorfor the financial year 2014-15 forms part to this report. The said reportdoes not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. c. RATIFICATION OF APPOINTMENTOF 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, the Statutory Auditors of the Company, holds office upto the conclusion of the ensuing Annual General Meeting.The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. Singhi& Co., Chartered Accountants as the Statutory Auditors of the Company for the financial year 2015-16. Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking approval of members. 5. 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 of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure IIIwhich formspart of this Report. b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO : Considering the nature of operation of the Company, the Directors have nothing to report regarding conservation of energy and Technology Absorption. During the year under review, the Company has neither earned nor used any foreign exchange. 6. ACKNOWLEDGEMENTS AND APPRECIATION : Your Board wishes to thank all the shareholders for the confidence and trust they have reposed in the Company. Your Board similarly expresses gratitude for the co-operation extended by the Statutory bodies and other stakeholders. Your Board acknowledges with appreciation, the invaluable support provided by the Company's auditors, business partners and investors. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future. For and on behalf of the Board PRAKASH KUMAR MOHTA DIN : 00191299 Director Place : Mumbai Date : 10th August 2015 Address : Century Bhavan 771, Dr. Annie Besant Road, Worli, Mumbai : 400 030 Tel No. : 2430 7437, Fax No. : 2437 0434 Website : www.universalprime.in • Email id : upalbby@gmail.com |