To,
The Members,
Universal Arts Limited
The Board of Directors presents the Annual Report on the business and operations of
your Company along with the audited standalone and consolidated financial statements for
the financial year ended 31st March 2023. The Statement of Accounts, Auditors Report,
Boards Report, and attachment thereto have been prepared in accordance with the
provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies
(Accounts) Rules, 2014.
FINANCIAL PERFORMANCE
The performance of the Company for the financial year ended 31st March 2023 is
summarized below:
|
Standalone |
Consolidated |
| PARTICULARS |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Revenue |
12,69,053 |
1,09,25,522 |
13,04,354 |
1,09,25,522 |
| Total Expenses |
31,36,087 |
1,25,74,183 |
32,64,400 |
1,27,65,818 |
| Profit/(Loss) before Tax |
(18,67,034) |
(16,48,662) |
(19,60,046) |
(18,40,297) |
| Less: Tax Expenses |
|
|
|
|
| Current Tax |
0 |
0 |
0 |
0 |
| MAT Credit |
0 |
0 |
0 |
0 |
| Profit/Loss for the year |
(18,67,034) |
(16,48,662) |
(19,60,046) |
(18,40,297) |
| Earnings Per Share |
(0.19) |
(0.17) |
(0.20) |
(0.18) |
The above results are in compliance of Indian Accounting Standards (INS AS) notified by
the Ministry of Corporate Affairs. The results for the previous periods have been restated
to comply with Ind AS and are comparable on like to like basis.
DIVIDEND:
In view of the losses suffered by the Company, directors do not recommend any dividend
for the financial year ended on 31.03.2023.
RESERVES:
During the year under review, no amount was transferred to the reserves of the Company.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:
The company is engaged in the business of buying and selling movie rights. Revenue from
other services is recognized as and when such services are performed.
The Companys income has faced a downfall. Your Company earned a Total Revenue of Rs.
12,69,053/- as against Rs 1,09,25,522/- earned during the previous year.
During the financial year under review, the Company incurred a loss of Rs. 18,67,034/-.
As the impact of global pandemic has now declined and the entertainment industry is
resuming its business activities, your Directors are optimistic about the Companys
business and hopeful of better performance in the coming years.
MANAGEMENTS DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of the Company is
covered under Annexure A which forms part of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no Change in the business activity of the Company during the year.
SHARE CAPITAL:
The Authorized Share Capital as on 31st March, 2023 was Rs. 11,00,00,000/- (Rupees
Eleven Crores Only) divided into 1,10,00,000 Equity Shares of Rs. 10/- each.
There has been no change in the Equity Share Capital of the Company during the
financial year 2022-23.
The Issued Share Capital as on 31st March, 2023 was Rs. 10,00,08,000/- divided into
1,00,00,800 Equity Shares of Rs. 10/- each out of which 8,30,900 equity shares were
forfeited in July 2001 and 8,00,000 shares were re-issued. Paid-up Capital of the Company
during the financial year was Rs. 9,96,99,000/- divided into 99,69,900 Equity Shares of
Rs. 10/- each.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
A statement pursuant to Section 129 of the Companies Act, 2013 relating to Companys
subsidiary is attached to the Annual Report as Annexure D and there are no Associate or
joint venture Companies.
Barna lnfotech Pvt. Ltd. is the Wholly owned subsidiary of Universal Arts Limited.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The
question of non-compliance of the relevant provisions of the law relating to acceptance of
deposits does not arise.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(i) Directors
As of March 31, 2023, your Company had 4 Directors, which includes 2 Independent
NonExecutive Directors, 1 Managing Director, 1 Woman Director (Non-Executive).
Changes in the Board of Directors
There was no change in the Board of Directors of the Company during the financial year
under review.
As per the provisions of the Companies Act, 2013, Mrs. Ulka Manish Shah (DIN :
00434277) will retire as director of the Company at the Annual General Meeting and being
eligible, seeks re-appointment. The Board recommends her re-appointment.
(ii) Key Managerial Personnel
There was no change in the Key Managerial Personnel of the Company during the financial
year under review.
INDEPENDENT DIRECTORS MEETING:
Pursuant to Part VII of Schedule IV of the Companies Act, 2013 and provisions of
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Independent Directors had separate meeting without attendance of Non-Independent
Directors during the year and have reviewed the performance of Non-Independent Directors
and the Board of Directors as a whole. The Independent Directors assessed the quality,
quantity and timeliness of information between the Company and the management and the
Board.
CEO / CFO CERTIFICATION:
As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO/ CFO certificate for the financial year 2022-23
has been submitted to the Board and the copy thereof is contained in the Annual Report as
Annexure B.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND
INDIVIDUAL DIRECTOR:
As per Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board has also made the
formal evaluation of its own performance as well as the evaluation of working of Audit
Committee, Stakeholders Relationship Committee and Nomination & Remuneration
Committee. The Board has also evaluated performance of Independent Directors
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the Declarations of Independence as stipulated under Section
149(7) of the Companies Act, 2013 from each of the Independent Directors confirming that
he/she is not disqualified from being appointed/ continuing his/her tenure as an
Independent Director on the Board of Directors of the Company.
NUMBER OF BOARD MEETINGS:
During the financial year 2022-23, the Board of Directors of the Company met four (4)
times. The intervening gap between the two meetings was within the period as prescribed
under the Companies Act, 2013.
The Board meetings were held on 30th May, 2022, 10th August, 2022, 10th November, 2022,
20th January, 2023.
The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchanges Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and
compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued
by ICSI. The intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013, the Listing Regulations and SS-1.
BOARD COMMITTEE:
AUDIT COMMITTEE:
The Audit Committee is constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013. Members of the Audit Committee possess financial / accounting
expertise / exposure. Further, all the recommendations made by the Audit Committee were
duly accepted by the Board of Directors.
The composition of Audit Committee as on 31st March, 2023 was as follows:
i) Kishore Nitin Gujale (Chairman & Non-Executive Independent Director)
ii) Anjali Shivaji Patil (Non-Executive Independent Director)
iii) Ulka Manish Shah (Non-executive Director)
The Audit Committee meetings were held on 30th May, 2022, 10th August, 2022, 10th
November, 2022 and 20th January, 2023.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee was constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration
Committee possess sound expertise / knowledge / exposure in this field.
The composition of Nomination and Remuneration Committee as on 31st March, 2023 was as
follows:
i) Anjali Shivaji Patil (Chairman & Non-Executive Independent Director)
ii) Kishore Nitin Gujale (Non-Executive Independent Director)
iii) Ulka Manish Shah (Non-executive Director)
Two meetings of the Nomination and Remuneration Committee were held during the
financial year 2022-23 on 30th May, 2022 and 10th November, 2022.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Stakeholders Relationship Committee
possess sound expertise / knowledge / exposure.
The composition of Stakeholders Relationship Committee as on 31st March, 2023 was as
follows:
i) Kishore Nitin Gujale (Chairman & Non-Executive Independent Director)
ii) Anjali Shivaji Patil (Non-Executive Independent Director)
iii) Ulka Manish Shah (Non-executive Director)
Two meetings of the Stakeholders Relationship Committee were held during the financial
year 2022-23 on 10th August, 2022 and 20th January, 2023.
ANNUAL RETURN:
The Extract of Annual Return is annexed to the Directors Report as Annexure C and also
uploaded on the website of the Company at url
https://universal-arts.in/annual-report-2022- 23-extract-form-mgt-9/
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(5) of the Act with respect to Directors
Responsibility Statement, it is hereby confirmed that:
i. In the preparation of the annual financial statements for the financial year ended
March 31, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any;
ii. The Directors had selected such accounting policies and applied them consistently
and 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 March 31,2023 and of the loss of
the Company for the year ended on that date;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual financial statement for the financial year
ended March 31,2023, on a going concern basis;
v. The Directors had laid down proper internal financial controls to be followed by the
Company and such internal financial controls are adequate and are operating effectively;
and
vi. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial controls commensurate with nature
and size of the business activity and with reference to the financial statements. The
controls comprise of policies and procedures for ensuring orderly and efficient conduct of
the Companys business, including adherence to its policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of reliable financial information.
According to the Directors of your Company, elements of risks that threaten the
existence of your Company are very minimal. Risk Control and Mitigation mechanisms are
tested for their effectiveness on regular intervals.
WHISTLE BLOWER POLICY:
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical
conduct. The Company has a Whistle Blower policy under which employees are free to
report violations of the applicable laws and regulations and the code of conduct. The
Whistle Blower Policy is available on the website of the Company at
www.universal-arts.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. The requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule
8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy conservation,
technology absorption are not applicable to the Company.
B. Foreign Exchange earnings: NIL
C. Foreign Exchange outgo: NIL
AUDITORS
STATUTORY AUDITOR:
The Statutory Auditors, M/s Gonsalves & Associates, Chartered Accountants, (Firm
Registration Number: 103293W), were appointed for a period of five years at the 24th
Annual General Meeting of the Company held on 30th September, 2019 until the conclusion of
29th Annual General Meeting on such remuneration as mutually agreed upon between the Board
of Directors and the Statutory Auditors.
During the year, the Statutory Auditors have confirmed that they satisfy the
Independence Criteria required under the Companies Act, 2013 and Code of Ethics issued by
the Institute of Chartered Accountants of India.
The Statutory Auditors have given a confirmation to the effect that they are eligible
to continue with their appointment under section 141 of the Companies Act, 2013 and that
they have not been disqualified in any manner from continuing as Statutory Auditors.
STATUTORY AUDITORS REPORT:
The observation of the Auditors in their report read with relevant notes on the
accounts, as annexed are self-explanatory and do not call for any further explanation
under section 134(3)(f)(i) of the Companies Act, 2013.
SECRETARIAL AUDITOR:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in
Practice having membership No. 7036 to undertake Secretarial Audit of the Company.
SECRETARIAL AUDITORS REPORT:
The Secretarial Audit Report for the financial year 2022-23 as issued by Secretarial
Auditors, M/s Girish Murarka & Co., in the prescribed Form MR-3 is annexed to this
Report as Annexure E.
COST AUDIT:
The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013
are not applicable to the Company.
SECRETARIAL STANDARDS:
The Directors state that all the applicable Secretarial Standards have been duly
followed by the Company.
CODE OF CONDUCT:
Companys Board has laid down a Code of Conduct for all the Board Members and Senior
Management Personnel of the Company. The Code of Conduct is available on the Companys
website-www.universal-arts.com. All Board Members and Senior Management Personnel have
affirmed compliance with Code of Conduct for Board Members and Senior Management during
the financial year 2022-23. The declaration in this regard has been made by the Managing
Director which forms the part of this report as an Annexure F.
CORPORATE GOVERNANCE:
Corporate Governance provisions under SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to
(i) of sub-regulation (2) of regulation 46 and para C,D,E of Schedule V are not applicable
to the Company as paid up share capital of the Company does not exceed Rs. 10 Crores and
net worth of the Company does not exceed Rs. 25 Crores as on 31st March, 2023.
PREVENTION OF INSIDER TRADING:
The Company has adopted a code of conduct for Prevention of Insider Trading with a view
to regulate trading in securities by Directors and designated employees of the Company.
The Code of conduct requires pre-disclosure for dealing in the Companys Shares and
prohibit the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when trading windows is closed. The Board is responsible
for implementation of the Code. All Board Directors and the designated employees have
confirmed the compliance of the Code
HUMAN RESOURCES DEVELOPMENT:
Many initiatives have been taken to support business through-out the organization
efficiently, process change support and various employee engagement program which has
helped the Organization to achieve higher productivity level. A significant effort has
also been undertaken to develop leadership as well as technical / functional capacities in
order to meet future talent requirement. The Companys HR process such as hiring and
on-boarding, fair and transparent performance evaluation, talent management process,
state-of-the-art workmen development process and market assigned policies have been seen
as benchmark practice in the Industry. The Employees are encouraged to express their views
and are empowered to work independently. The Employees are given the opportunity to learn
through various small project which make them look at initiatives from different
perspectives and thus provide them with the platform to become result oriented. The
Management of the Company enjoy cordial relation with its employees at all levels.
MEANS OF COMMUNICATION:
Quarterly results have been communicated to Bombay Stock Exchange limited where the
shares of the Company are listed and the same has been published in Two Newspaper-Free
Press Journal (in English) and Nav Shakti (in Marathi) in terms of the requirement of
Listing Agreement. Annual Reports are dispatched to all the shareholders.
ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its members are among its most important stakeholders.
Accordingly, your Company is taking efforts to improve its functioning.
CASH FLOW STATEMENT:
In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for
the year ended 31st March, 2023 is annexed hereto.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO DATE OF THIS
REPORT:
No material changes and commitments which could affect the Companys financial position
have occurred between the end of the financial year of the Company and date of this
report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an internal control system commensurate with the size, scale and
complexity of its operations. The Internal Audit Department monitor and evaluate the
efficacy and adequacy of internal control system in the Company, its compliance with the
operating system, accounting policies and procedures of the Company. These are routinely
tested and certified by Statutory as well as Internal Auditors. The Significant audit
observations and the follow up action are reported to the Audit Committee.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The Company has not taken any new loan during the year. The company has not given any
Guarantees, made any Investments and provides any Securities which are covered under the
provisions of section 186 of the Companies Act, 2013.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
No Related Party Transactions were entered into during the financial year. The
requirement of giving particulars of contracts /arrangement made with related parties, in
form AOC-2 are not applicable for the year under review.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.
The particulars of remuneration paid to directors and employees and other related
information required to be disclosed under Section 197 (12) of the Companies Act, 2013 and
the Rules made thereunder are given in "Annexure G" to this Report.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016:
During the financial year under review, there were no applications made or proceedings
pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loan taken from
Bank and Financials Institutions.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not meet the criterias mentioned under Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
there is no requirement to constitute Corporate Social Responsibility Committee.
GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year under review.
The Company has not provided any Stock Option Scheme to the employees.
The Company has not issued any shares with differential rights
The Company has not received any complaints under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a well-
defined Prevention of Sexual Harassment at Workplace Policy.
There were no material changes and commitments affecting the financial position of your
Company between the end of the financial year and the date of this report.
Vigil Mechanism: Your Directors would like to inform that till now provisions of
establishment of Vigil Mechanism do not apply to the Company.
ACKNOWLEDGEMENT
Your Directors wish to thank Bankers, Government authorities and various stakeholders,
such as, shareholders, customers, Registrar & Share Transfer Agents and suppliers,
among others for their support to the Company.
| For and on behalf of the Board of Directors |
|
| Of Universal Arts Limited |
|
| Sd/- |
Sd/- |
| MANAGING DIRECTOR |
DIRECTOR |
| MANISH SHAH |
ULKA SHAH |
| DIN: 00434171 |
DIN: 00434277 |
| Dated: 10/08/2023 |
|
| Place: Mumbai |
|
+91-9892691696
