Universal Arts Ltd Directors Report.

To,

The Members

UNIVERSAL ARTS LIMITED

Your Directors are pleased to present the Twenty Second Annual Report together with the audited financial statements for the year ended on 31st March, 2017.

Financial Results:

(Rs in 000)

Year Ended 31.03.2017 Year Ended 31.03.2016
Total Income 58.61 87.29
Total Expenditure 58.28 144.46
Profit / (Loss) before Interest, Depreciation, Amortization, Exceptional item 0.33 (57.17)
Less : Interest Nil Nil
Depreciation 0.24 1.39
Profit / (Loss) before Exceptional item & tax 0.09 (58.56)
Add : Exceptional items Nil Nil
Profit / (Loss) Before Tax 0.09 (58.56)
Less: Provisions for Taxation Nil Nil
Profit / (Loss) After Tax 0.09 (58.56)

DIVIDEND:

In view of the accumulated losses, the Board of Directors of your Company regret their inability to recommend any dividend for the year ended on 31st March, 2017

RESERVE:

In view of the accumulated losses, the Board of Directors of your Company do not proposes to carry any amount to reserve.

OPERATION REVIEW:

Your Company showed a steep decrease in the Income. Your Company posted Income of Rs 58.61 lacs as against Rs 87.29 lacs during the previous year. Though the Companys income was decreased, your Company posted a profit after tax of Rs 0.09 lacs against lossof Rs 58.56 lacs during the previous year.

OUTLOOK:

With the entry of Big Corporate like UTV, Eros, Dharma Productions, Fox Star Studios, Sony Pictures, Reliance Big Entertainment, Viacom18 Group, the competition has increased and thereby increasing the cost of negative rights, satellite rights, video rights, etc. This would result in requirement of huge amount of capital to survive in this business, With a small capital and negative reserves the going for the Company appears to be tough.

The Indian Media and Entertainment (M&E) industry is a sunrise sector for the economy and is making high growth strides. Proving its resilience to the world, the Indian M&E sector is on the cusp of a strong phase of growth, backed by rising consumer payments and advertising revenues across all sectors. The industry has been largely driven by increasing digitization and higher internet usage over the last decade. Internet has almost become a mainstream media for entertainment for most of the people. In view of all above it appear the right opportunity is yet to come for growth of small capital based company and at the same time the draft of the Optical Disc Law to address the need for regulating piracy at the manufacturing stage is still lying with the ministry for approval.

SUBSIDIARY AND ASSOCIATE COMPANIES:

A statement pursuant to Section 129 of the Companies Act, 2013 relating to Companys subsidiary is attached to the balance sheet.

FIXED DEPOSITS:

The company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and the rules framed there under apply.

DIRECTORS:

In the forthcoming Annual General Meeting, Mr. Manish G. Shah (DIN: 00434171) will retire by rotation and being eligible offer himself for re-appointment. A brief resume / particulars relating to him is given separately in the Notice convening this Annual General Meeting During the year the resignation tendered by Mr. Satish MohinirajShidhaye from Directorship was accepted at the Board Meeting held on 26th September, 2016. And at the Board Meeting duly held on 9th December, 2016 Mrs. Shilpa G. Shah was appointed as Additional Director under section 161 of the Companies Act, 2013 and resignation tendered by Mr. SandeepPoddar was accepted Further AtulkumarPopatlalLodliya (DIN 01858465) and Mr. Harshadrai H. Shah (DIN 00540937) has been appointed on 15th July, 2017 under section 161 as Additional Directors and they are Independent Director. The Board recommends their regular appointment for five consecutive year not liable to retire by rotation in the forthcoming Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

Mr. Manish G. Shah, Managing Director and Mrs. Ulka Shah, Non-Executive Director and Mrs. Shilpa G. Shah Non-Executive Director.are the Key Managerial Personnel of the Company as on 31st March 2017

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

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 and Nomination & Remuneration Committee. The Board has also evaluated performance of Independent Directors.

DECLARATION OF INDEPENDENCE

The Company has received 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 appointing/continuing as an Independent Director.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility are not applicable to the Company.

BOARD MEETINGS

During the year under review, Sixmeetings of the Board of Directors of the Company were held i.e on 25.05.2016, 08.08.2016, 26.09.2016, 10.11.2016, 09.12.2016 and 13.02.2017.

The Audit Committee Meeting was held on 25th May, 2016 and 8th August, 2016. Since thereafter no quorum for Audit Committee, the Audit Committee could not be held, however the Board was since then in the process of appointing Independent Director.

The intervening gap between the Board Meeting was within the period prescribed under the provisions of the Companies Act, 2013.

MANAGEMENTS DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company is covered under a Separate Annexure forms part to this report.

ANNUAL RETURN:

The Extract of Annual Return is annexed to the Directors Report.

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.in

NOMINATIONAND REMUNERATION COMMITTEE:

The Board of Directors of the Company has constituted on 15th July, 2017 Nomination and Remuneration Committee consisting of the following Members: a) Mr. Harshadrai H. Shah b) Mr. AnilkumarPopatlalLakhotiya c) Ms. Ulka Shah

The Board of Directors of the Company has approved the Nomination and Remuneration Policy which inter-alia contain the appointment criteria, qualifications, positive attributes and independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained from them, your Directors make the following statements in terms of section 134(3) (c) of the Companies Act, 2013

a) In the preparation of annual account, the applicable accounting standard have been followed along with proper explanation relating to material departures.

b) Accounting Policies are listed in Notes to the financial statement have been selected and applied consistently. Reasonable and prudent judgment as well as estimates have been made so far as to give a true and fair view of the state of affairs of the Company as on 31st March, 2017 and of the Profit of the Company for that period.

c) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 so as to safeguard the assets of the Company and to detect and prevent fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis

e) Internal financial controls system is in place and the same has been followed by the Company. Further such Internal Financial controls are adequate and were operating effectively.

f) Proper system to ensure Compliance with the provisions of all applicable law and such systems were adequate and operating effectively.

PERSONNEL:

There were no employees covered u/s 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014

ENERGY, TECHOLOGY AND FOREIGN EXCHANGE:

The Company is not engaged in the manufacturing activity; as such particulars relating to conservation of energy and technology absorption are not applicable. However, in the editing facilities, offices etc adequate measures are being taken to conserve energy as far as possible. As far as foreign exchange earnings and outgo is concerned, the Company has neither earned nor used any foreign exchange during the period under review.

AUDITORS:

In the AGM on September 30, 2016 M/s Ajay Sekhri& Company, Chartered Accountants, Mumbai, (Firm Registration No. 140181W) have been appointed as Statutory Auditors of the Company to hold office for a period of 5 years from conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting for the financial year ending on 31st March, 2021 subject to ratification of their appointment at every Annual General Meeting. It is now proposed to ratify the appointment of M/s Ajay Sekhri & Company, Chartered Accountants, Mumbai as Statutory Auditor of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

The Auditor have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) of the Act and that they meet with the criteria prescribed under section 141 of the Act. The Directors recommend their re-appointment at the ensuing Annual General Meeting

AUDITORS REPORT:

The Comments in the Auditors Report are self -explanatory and suitably explained in the Notes to the Accounts.

SECRETARIAL AUDIT:

Pursuant to section 204 of the Companies Act, 2013 the Secretarial AuditorMr. GirishMurarka& Co., Practicing Company Secretary, has issued Secretarial Audit Report for the year ending on 31st March, 2017 is annexed to Directors Report.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The Details of Investment made and loan advanced by the Company have been given in note no. 6, and 7 to the Financial Statement. The Company has not given any guarantee pursuant to the provisions of section 186 of Companies Act, 2013

INTERNAL CONTROL SYSTEMAND THEIRADEQUACY:

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.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transaction made by the Company with Promoter, Director, Key Managerial Personnel or other designated person which have a potential conflict with the interest of the Company at large.

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 neither the paid up equity share capital of the Company exceed Rs. 10.00 Cr nor net worth of the Company exceed Rs. 25.00 Cr as on 31st March, 2017

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 require 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 organizational efficiently, process change support and various employee engagement program which has helped the Organization to achieve higher productivity level. A significant efforts 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 transparent on line performance evaluation and 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. The Board of Directors wish to place its highest appreciation for the contribution made by all the employees in achieving growth of the Company.

GENERAL BODY MEETINGS:

Date & Time Venue Special Resolution
30th day of September, 2014 at 11.00 a.m. Keshav Gore Smarak Trust Hall Smriti, NO
Aarey Road, Goregaon (W) Mumbai - 400 062
30th day of September, 2015 at 11.00 a.m. Keshav Gore Smarak Trust Hall Smriti, NO
Aarey Road, Goregaon (W) Mumbai - 400 062
30th day of September, 2016 at 11.00 a.m. Keshav Gore Smarak Trust Hall Smriti, Aarey Road, YES
Goregaon (W) Mumbai - 400 062

DISCLOSURES:

The related party transactions are reported in the notes to the Accounts of this Annual Report.

MEANS OF COMMUNICATION:

Quarterly results have been communicated to Bombay Stock Exchange limited where the shares of the Companys is 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.

SHAREHOLDER INFORMATION :

1. Year ended 1st April, 2016 to 31st March, 2017.
2. Dividend Payment Date NIL
3. Venue Keshav Gore Smarak Trust Hall, "Smriti", Aarey
Road, Goregaon (West), Mumbai - 400062
4. Stock Exchanges BSE Limited
5. Dematerialization of Shares As per the directive of the Stock Exchange, the
Companys Shares are dematerialized.
6. Registered Office Plot No. 45, GanpatiBhavan, 1st Floor,
M.G. Road, Goregaon (W), Mumbai - 400062
7. Share Transfer Agent BigShare Services Private Limited
Bharat Tin Works Building 1st Floor
Opp. Vasant Oasis Makwana Road
Marol, Andheri (E), Mumbai - 400059
8. Demat Arrangement NSDL and CDSL
9. ISIN INE464801018
10. BSE Stock Code 532378

ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its members are among its most important stakeholders. Accordingly your Companys operations are committed to the pursuit of achieving high level of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive assets and resource base and nurturing overall corporate reputation

CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2017 annexed hereto.

COST AUDIT

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

OTHER DISCLOSURES

??Your Company has not issued: -??Any shares with differential rights; ??Any sweat equity shares ??There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future. ??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. ??There was no revision in the financial statements. ??Your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, Registrar & Share Transfer Agents, the Artists and Technicians associated with the Companys program, media and channels whose continued support has been a source of strength to the Company. Your Directors also place on record their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board
Sd/-
Manish G. Shah
Place: Mumbai CHAIRMAN
Date: 08.08.2017 DIN: 00434171