The Members,
Universal Prime Aluminium Limited
Your Directors take pleasure in presenting Fifty First Annual Report on the Business
and operations of your Company together with the Audited Financial Statements for the
financial year ended March 31, 2023.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial summary:
The key highlights of the Audited financial statements of your Company for the
financial year ended March 31, 2023 along with comparison with the previous financial year
ended March 31, 2022 are summarized below:
(Amount in ?)
Particular |
For the financial year ended March 31, 2023 |
For the financial year ended March 31, 2022 |
Gross Income |
14,86,01,323 |
87,83,800 |
Less: Expenses |
2,14,72,208 |
1,39,69,700 |
Add: Exceptional Items |
- |
- |
Profit/ (Loss) before tax |
12,71,29,115 |
(51,85,900) |
Less: Tax Expenses |
- |
- |
Profit/ (Loss) after Tax |
10,84,98,401 |
(51,85,900) |
b. Operations:
The Company during the financial year under review earned revenue from other income
amounted to ? 14,86,01,323/- as against ? 87,83,800/- in the previous year. The Company
has incurred a net profit of ? 10,84,98,401/-.
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 current financial year, your Directors have not recommended any
dividend for the financial year under review.
e. Transfer to Reserves:
The Board of Directors has not recommended transfer of any amount of profit to reserves
during the year under review. Hence, the entire amount of profit for the year under review
has been carried forward to the Statement of Profit and Loss.
f. Revision of Financial Statement:
There was no revision of the financial statements pertaining to previous financial
years during 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 Companys financial position
have occurred between the end of the financial year of the Company and date of this
report.
i. Disclosure of Internal Financial Controls:
The internal financial controls with reference to financial statements as designed and
implemented by the Company are adequate.
j. Disclosure of orders passed by regulators or courts or tribunal:
No orders have been passed by any regulator or court or tribunal which can have impact
on the going concern status and the Companys operations in future.
k. Particular of contracts or arrangement with related parties:
During the year under review, all transactions with the related parties as defined
under the Companies Act, 2013 read with Rules framed there under were in the ordinary
course of business and at arms length basis.
Your Company has formulated a policy on related party transaction and the said policy
has been uploaded on the website of the Company. During the year under review, there have
been no materially significant Related Party transactions having potential conflict with
the interest of the Company.
Necessary disclosures required as per Accounting Standard have been made in Note to the
Audited financial Statements.
l. Particulars of Loans, Guarantees, Investments and Securities:
In terms of Section 186 of the Companies Act, 2013 and the Rules framed there under,
details of the loans given and investments made by your Company are provided in Notes of
the financial statement. However, the Company has not granted guarantee or provided
securities during the year under review.
m. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:
The Company has not issued any shares with differential rights and hence no information
as 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.
n. 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 and
hence 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.
o. Disclosure under Section 62(1)(B) of the Companies Act, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
p. Disclosure under Section 67(3) of the Companies Act, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
q. Risk Management Policy:
The Management has put in place adequate and effective system and manpower for the
purpose of preparation of Risk Management Plan, reviewing and monitoring the same on
regular basis, identifying and reviewing critical risks on regular basis, reporting of key
changes in critical risks to the Board on an ongoing basis.
2. Capital reduction:
The Promoters of the Company are making serious efforts to revive the Company and after
detailed deliberation with the Board of Directors of the Company, following prime
objectives were laid keeping the interest of the Company and all the stakeholders
particularly, the Public Shareholders of paramount importance:
i. To write off the accumulated losses to the extent of ?3,15,92,685 against the
Securities Premium Account in order to re-align the relation between capital & assets;
and to accurately and fairly reflect the liabilities & assets of the Company in its
books of accounts; and for better presentation of the financial position of the Company.
ii. Provide a permanent liquidity option to Public Shareholders for illiquid Shares of
the Company.
iii. Exceptional opportunity to Public Shareholders to realize fair market value of
investments held in the Equity Shares of the Company.
iv. Making efficient and simplification of corporate governance in terms of convening
the meeting of Shareholders and compliances required to be undertaken for a company.
v. Effective and focused management through single handed control.
vi. Attracting strategic partners/investors which requires narrow shareholder base.
vii. The interest of the public shareholders is of paramount importance and thus it is
proposed to provide a permanent liquidity option for illiquid shares, paying off the paid-
up capital in excess of the Companys requirements and the operational and administrative
flexibilities for the Company.
Accordingly, the Board of Directors of the Company was of the view that in order to
achieve the abovementioned objectives, it is in the interest of the Company and all its
stakeholders that the following steps are taken:
i. Debit balance of the Statement of Profit and Loss being the accumulated losses to
the extent of Rs 3,15,92,685 is written off against the Securities Premium Account; and
ii. 34,99,169 Equity Shares of ?10 each aggregating ?3,49,91,690 held by the Non-
promoter/Public Category Shareholders is compulsorily paid off consideration amount of
?4.82 per Equity Share, determined on the basis of the Valuation Report of the Independent
IBBI Registered Valuer, and all of such Equity Shares be cancelled and extinguished
without any further act or deed.
The Company has received the shareholders approval in their Extra-ordinary General
Meeting held on March 10, 2022 and submitted the necessary application/petition before
Honble National Company Law Tribunal for their approval and such other approvals as may
be required.
Upon the Capital Reduction become effective and operative, the Securities Premium
Account of the Company shall be reduced by an amount of ?3,15,92,685 being the amount of
debit balance of the Statement of Profit and Loss written off and the total Issued,
Subscribed and Paid- up Equity Share Capital of the Company shall be reduced from
?7,96,74,430 divided into 79,67,443 Equity Shares of ?10 each fully paid-up, to
?4,46,82,740 divided into 44,68,274 Equity Shares of ?10 each fully paid-up.
The proposed Capital Reduction will not be prejudicial to any of the creditors of the
Company. The creditors (secured or un-secured) of the Company are in no way affected by
the proposed Capital Reduction, as there is no reduction in the amount payable to any of
the creditors. Further, the proposed Capital Reduction will not have any impact on the
operations of the Company or the ability of the Company to honor its commitment or to pay
its debts in the ordinary course of business.
3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Board of Directors & Key Managerial Personnel:
There were no change in the composition of Board of Directors of the Company during the
year under review.
b) Directors Retiring by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Basant
Kumar Daga (DIN: 00922769) will retire by rotation at the ensuing Annual General Meeting.
Mr. Basant Kumar Daga, being eligible, has offered himself for reappointment. The Board of
Directors recommends his re-appointment at the ensuing AGM of the Company. Accordingly,
the matter for re-appointment of Mr. Basant Kumar Daga (DIN: 00922769) will be placed
before the shareholders for their approval and forms a part of the Notice of the AGM.
Pursuant to Secretarial Standards - 2 on General Meetings, brief details of Mr. Basant
Kumar Daga (DIN: 00922769) will be provided as an i to the Notice of the Annual General
Meeting.
None of the Directors are disqualified for appointment /re-appointment under Section
164 of the Companies Act, 2013.
4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a. Board Meetings:
The Board of Directors met Six (6) times during the financial year ended March
31, 2023.
b. Directors 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 March 31, 2023, 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 March 31, 2023 and of the
profit 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. internal financial controls laid down by the Company are adequate and were operating
effectively;
f. 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
In last financial year, the equity shares of the Company were delisted from BSE w.e.f.
June 21, 2021. Hence, the requirement of keeping Audit Committee and Nomination &
remuneration Committee was not mandatory. Accordingly, the Board of Directors has decided
in their meeting held on June 30, 2021 to dissolve such committees which is not mandatory
as per the Companies Act, 2013.
During the financial year under review, there was only Stakeholders Relationship
Committee which has the composition in compliance with the provisions of Section 178 of
the Companies Act, 2013 and they met 6 times in this financial year. The composition of
the Stakeholders Relationship Committee of the Board of Directors of the Company during
the financial year ended March 31, 2023 is detailed below:
1. Mr. Basant Kumar Daga, Chairman
2. Mr. G. C. Damani.
d. Risk Management Policy:
The Board of Directors of the Company has designed risk management policy and
guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Companys businesses, and define a structured approach to manage
uncertainty and to make use of these in their decision-making pertaining to all business
divisions and corporate functions. Key business risks and their mitigation are considered
in the annual/strategic business plans and in periodic management reviews.
e. Internal Control Systems:
An adequate internal control system commensurate with the nature of the Companys
business and size and complexity of its operations are in place and 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.
f. Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures
as per 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 in
its Boards Report the ratio of the remuneration of each director to the median of the
permanent employees remuneration. However, during the year under review none of the
directors. Accordingly, no disclosure under the said provision has been furnished.
g. Payment of remuneration / commission to directors from holding or subsidiary
companies:
Since the Company doesnt have any subsidiary or holding companies, hence payment of
remuneration / commission to directors from holding or subsidiary companies is not
applicable.
5. AUDITORS AND AUDITORSREPORTS:
The matters related to Auditors and their Reports are as under:
a. Observations of Statutory Auditors on accounts for the year ended March 31, 2023:
The observations made by the Statutory Auditors in their report for the financial year
ended March 31, 2023 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. Appointment of Auditors:
In terms of the provisions of the Companies Act, 2013 and rules thereto, at the 50th
AGM held on September 24, 2022 the Company has appointed M/s. R. K. Khandelwal &
Co., Chartered Accountants registered with the Institute of Chartered Accountants of India
vide Registration Number 105054W as the Statutory Auditors for a period of five years i.e.
till the conclusion of the 55th Annual General Meeting of the Company.
The Company has received a confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Auditors of the
Company.
c. Fraud Reporting:
The report of Statutory Auditors of the Company has not reported any fraud as specified
under the second proviso of Section 143(12) of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) for the time being in force).
6. Disclosure related to prevention of sexual harassment of women at workplace:
Pursuant to the provisions of sexual harassment of women at workplace (Prevention,
Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at work
place has been reported to Company during the Financial Year 2022-23.
7. 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:
In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of the
Company shall place a copy of Annual Return for the financial year ended March 31, 2023
will be placed on the website of the Company i.e. https://www.universalprime.in/ and
also the Annual Return as prescribed under Companies Act, 2013 will be filed with the
Registrar of Companies which will be available in the public domain on the website of the
Ministry of Corporate Affairs i.e. www.mca.gov.in
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, no
disclosure for conservation of energy, technology absorption, adaptation and innovation
was required to be furnished. The Company has neither earned nor used any foreign exchange
during the financial year under review.
c. Maintenance of Cost Records:
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 and
accordingly, such accounts and records are not required to be made and maintained.
d. Compliance with Secretarial Standards:
The directors state that the applicable secretarial standards i.e. SS-1 and SS-2,
issued by the Institute of Company Secretaries of India, relating to meeting of board of
directors and general meetings respectively have been duly complied with.
e. Details about the policy developed and implemented by the company on corporate
social responsibility ("CSR") initiatives:
Pursuant to provisions of Section 135 of the Companies Act, 2013 and relevant rules
made thereunder, the Company who fulfil the criteria mentioned under the said section
needs to form CSR committee along with CSR policy and thereafter spend the amount as
specified thereunder to CSR activities as per Schedule VII of the Companies Act, 2013.
Accordingly, your Company doesnt fulfil the criteria as per aforesaid section, hence
it is not required to form CSR committee or spend towards CSR activities nor required to
form/ develop any CSR policy towards CSR initiative during the period under review i.e. in
the financial year 2022-23.
However, during this financial year net profit of the Company exceeded Rs. 5 Crores and
which attracted the criteria of CSR provision as per Companies Act, 2013. Hence, in the
current financial year i.e. 2023-24, your Company is required to form CSR committee along
with CSR policy and thereafter spend the amount as specified thereunder to CSR activities
as per Schedule VII of the Companies Act, 2013.
f. Application or proceeding pending under the Insolvency and Bankruptcy Code, 2016:
During the year under review, the requirements for disclosure of details of application
made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as on March
31, 2023 is Nil.
g. Details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the banks or financial
institutions:
Since the Company has not taken any loan from bank or financial institutions, hence the
Company is not required to maintain details as specified under Rule 8 of the Companies
(Accounts) Rules, 2014.
8. 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
Companys 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 of Directors of UNIVERSAL PRIME ALUMINIUM LIMITED
|
Sd/- |
Place: Mumbai |
Gokul Chand Damani |
Date: August 24, 2023 |
Chairman & Director |
|
DIN: 00191101 |
|
Add: 28/T/1, Ram Krishna |
|
Samadhi Road, Kankurgachi, |
|
Kolkata, 700054 |
Registered Office:
Century Bhavan, 771,
Dr. Annie Besant Road, Worli, Mumbai - 400 025 Tel No.: 2430 7437 Website: www.universalprime.in
Email Id: upalbby@gmail.com
+91-9892691696
