Universal Prime Aluminium Ltd Directors Report.

To

The Members,

Universal Prime Aluminium Limited

Your Directors present Forty Seventh Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

1. FINANCIAL STATEMENTS & RESULTS :

a. Financial Results

The Companys performance during the year ended 31st March, 2019 as compared to the previous financial year, is summarized below :

( AMOUNT IN RS.)
Particular For the financial year ended 31st March, 2019 For the financial year ended 31st March, 2018
Revenue from Operation - -
Other Income 8,044,406 11,372,420
Total Income 8,044,406 11,372,420
Less : Expenses 7,400,423 8,089,215
Add : Exceptional Items - 1,070,720
Profit / (Loss) before tax 643,983 4,353,925
Less : Tax Expenses 470,000 54,000
Profit after Tax 173,983 4,299,925

b. OPERATIONS :

During the year under review, your Company did not carry out any significant business activities. The Company during the financial year under review earned revenue from other income amounted to Rs. 8,044,406/- as against Rs. 11,372,420/- in the previous year. Profit before Tax amounted to Rs. 643,983/- as against profit of Rs. 4,353,925/- in the previous financial year. Profit after providing for current & deferred tax of the Company is amounted to Rs. 173,983/- compared to net profit of Rs. 4,299,925/- of the previous financial 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 :

In view of accumulated losses, 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 Profit and Loss Reserve account.

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. 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 thereunder were in the ordinary course of business and at arm s length basis. Your Company has formulated a Policy on Related Party transactions which require prior approval of the Members. All Related Party transactions of your Company had prior approval of the Audit Committee, as required under the Listing Regulations. 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 has been no materially significant Related Party transactions having potential conflict with the interest of the Company.

Necessary disclosures required under AS 18 have been made in Note No. 26 of the Notes to the financial Statements for the year ended March 31, 2019.

k. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES :

In terms of Section 186 of the Companies Act, 2013 and the Rules framed thereunder, details of the Loans given and investments made by your Company are provided in Note No. 5 of the financial statement. However, the Company has not granted guarantee or provided securities during the year under review.

l. 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.

m. 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.

n. 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.

o. 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.

p. BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the committees of the Board. The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

The Directors expressed their satisfaction with the evaluation process.

q. VIGIL MECHANISM / WHISTLE BLOWER :

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior.

r. 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.

s. CORPORATE :

Company is having a paid-up share capital not exceeding Rs.10 crores and net worth not exceeding Rs. 25 crore and hence as per SEBI (LODR)Regulations 2015 Corporate Governance Report and certificate does not apply to the Company.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

a) Board of Directors & Key Managerial Personnel :

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

The Board of Directors of the Company had appointed Mr. Nawal Kishor Bagri (DIN : 08480264), as an Additional Director of the Company in the Category Non-Executive Independent with effect from 13th June, 2019 for a period of five consecutive years and who holds office up to the ensuing AGM of the Companysubject to approval of shareholders in general meeting. The Company has received a Notice under Section 160 of the Companies Act, 2013 form the Member signifying the candidature of Mr. Bagri for his appointment as a Director.

A brief profile of Mr. Nawal Kishor Bagri is annexed to the Notice. Your Board recommends appointment of Mr. Nawal Kishor Bagri as a Director and also as an Independent Director of the Company for a term of 5 consecutive years subject to approval of the Members at the ensuing AGM.

The Board of Directors confirms that the Independent Directors have affirmed compliance with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013 and also with the Companys Code of Conduct to all the Board Members and Senior Management Personnel of the Company.

The Board appointed Shri Gokul Chand Damani (DIN : 00191101), as a Whole-Time Director of the Company, for a period of five years commencing from 13th day of June, 2019 and ending on 12th day of June, 2024 subject to approval of shareholders in general meeting. The Board recommends his appointment to the shareholders for approval.

Pursuant to the provisions of Section 203 of the Act, the Board has appointed Banwarilal Laxminarayan Bagaria as the Chief Financial Officer (CFO) of the Company, with effect from May 02, 2019 and Ms. Priyanka Motwani as the Companysecretary cum Compliance Officer, with effect from June 04, 2019.

Further, Mrs. Jayantika Jatia (DIN : 01350121), has resigned from the directorship w.e.f July 08, 2019. The Board places on record its deep sense of gratitude and sincere appreciation for the immense contribution made by her towards the growth and development of the Company.

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--vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES :

a. BOARD MEETINGS :

The Board of Directors met Seven (7) times during the financial year ended 31st March, 2019. The dates on which the Board of Directors met during the financial year under review are as under:

Sr. No. Date of the Board Meeting Attendance
1. 30th May, 2018 04
2. 18th July, 2018 04
3. 13th August, 2018 04
4. 14th November, 2018 04
5. 19th November, 2018 04
6. 03rd December, 2018 04
7. 15th March, 2018 04

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 31st March, 2019, 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, 2019 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 :

There are three Committees of the Board of Directors of the Company viz. Audit Committee, Nomination & Remuneration Committee and Shareholders Grievances Committee.

(i) Audit Committee :

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The composition of the Audit Committee of the Board of Directors of the Company during the financial year ended 31st March, 2019 is detailed below :

1. Mr. Basant Kumar Daga, (Chairman and Independent Director)

2. Mr. Prakash Kumar Mohta, (Executive Director)

3. Mr. G. C. Damani, (Non-Executive and Independent Director)

4. Mrs. Jayantika Jatia (Director, Non- executive)

Sr. No. Date of the Audit Committee Meeting Attendance
1. 30th May, 2018 03
2. 18th July, 2018 03
3. 13th August, 2018 03
4. 14th November, 2018 03
5. 19th November, 2018 03

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Regulations 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:

(ii) Stakeholders Relationship Committee :

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations. The composition of the Stakeholders Relationship Committee of the Board of Directors of the Company during the financial year ended 31st March, 2019 is detailed below :

1. Mr. Basant Kumar Daga, (Chairman and Independent Director)

2. Mr. G. C. Damani, (Non-Executive and Independent Director)

Sr. No. Date of the Stakeholders Relationship Committee Meeting Attendance
1. 17th May, 2018 02
2. 14th June, 2018 02
3. 06th October, 2018 02
4. 29th October, 2018 02
5. 22nd November, 2018 02
6. 13th December, 2018 02
7. 17th December, 2018 02
8. 15th January, 2019 02

(iii) NOMINATION AND REMUNERATION COMMITTEE :

The composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the companies Act, 2013 and Regulation 19 of the Listing Regulations. The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company during the financial year ended 31st March, 2019 is detailed below :

1. Mr. Basant Kumar Daga, (Chairman and Independent Director)

2. Mr. G. C. Damani, (Non-Executive and Independent Director)

3. Mrs. Jayantika Jatia (Director, Non- executive)

Sr. No. Date of the Nomination and Remuneration Committee Meeting Attendance
1. 17th May, 2018 03
2. 13th December, 2018 03

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. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD :

The Independent Directors at their meeting considered and evaluated the Board s performance, performance of the Chairman and other Non-Independent Directors. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors.

f. 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.

g. INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

h. 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 employee s remuneration. Further, none of the directors of the Company has drawn any remuneration during the financial year under review from the Company.

In view of the explanation furnished above, no disclosure under the said provision has been furnished.

4. 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 31ST MARCH, 2019 :

In respect of the observations made by Statutory Auditors in the Auditors Report for the year ended 31st March, 2019, regarding :

OBSERVATION : The Company has not established its internal financial control over financial reporting considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. The impact of the same on financial statement cannot be reasonable estimated.

The Company has not carried any major operations since last many years. The Company is in process of implementing financial controls for major transactions.

OBSERVATION : Employee Benefits as on 31st March 2019 are provided on the basis of the Companys rules and not on the basis of Actuarial valuation as required under Accounting Standard 15 (revised). The impact of the same on financial statement cannot be reasonable estimated.

The payment of Gratuity Act, 1972 is not applicable to the Company hence, employee benefits as on 31st March, 2019 are provided on the basis of the Companys rules and note on the basis of Actuarial valuation.

The other observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2019 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.

OBSERVATION : The Company is required to obtain registration under Section 45-IA of the Reserve Bank of India 1934.

The Company has not been carrying on any activities since last many years and amount lying with the Company has been invested in the short-term instruments and given as loan to generate the revenue from the funds to meet with the fixed costs of the Company. Hence, the Companys main activities are not related to any Non-Banking Finance Activities and accordingly no such registration was required to be obtained.

b. RATIFICATION FOR APPOINTMENT OF AUDITORS :

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. R.K. Khandelwal& Co, Chartered Accountants, (Firm Registration No. 105054W), the Statutory Auditors of the Company have been appointed for a term of 5 years at the 45th Annual General Meeting of the Company.

As per the notification dated 7th May 2018, issued by the Ministry of Corporate Affairs for commencement of section under the Companies Act, (Amendment) 2017, ratification of appointment of Statutory Auditors at every Annual General Meeting has been withdrawn. Accordingly, no resolution for ratification of appointment of statutory auditors is proposed in the ensuing Annual General Meeting. 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 Statutory Auditors of the Company have 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).

d. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2019 :

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Companysecretary. M/s. Drolia & Company, Companysecretaries were appointed to issue Secretarial Audit Report for the Financial Year 2018-19. Secretarial Audit Report issued by the said Secretarial Auditorfor the Financial Year 2018-19 forms part to this report. The said Secretarial Audit Report is self the explanatory along with the Management Reply as required under the Companies Act, 2013.

5. 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 2018-19.

6. 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, 2019made under the provisions of Section 92(3) of the Act is attached as Annexure I which forms part of this Report.

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. COST AUDIT REPORT :

The provisions of Cost Audit as per Section 148 are not applicable on the Company.

7. 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.

Place : Mumbai For and on behalf of the Board
Date : 15th July, 2019 GOKUL CHAND DAMANI
Registered Office : Whole-time Director
Century Bhavan DIN : 00191101
771, Dr. Annie Besant Road
Worli, Mumbai : 400 030 NAWAL KISHORE DAMANI
Tel No. : 2430 7437 AAdditional Director
Email id : upalbby@gmail.com DIN : 08480264
Website : www.universalprime.in