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Directors Report of Universal Arts Ltd.

Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting their Nineteenth Annual Report together with the Audited Accounts of the Company for the year ended on 30th June, 2014.

Financial Results

(Amount in Rs.)

For year ended on For year ended on 30th June, 2014 30th June, 2013

Gross Income (Including Exceptional and Extraordinary 4,41,29,274 69,21,976 Items)

Expenditure 4,44,62,293 80,64,857

Profit/(Loss) before 1,39,216 (9,49,077) Taxation & Depreciation

Depreciation 1,93,804 1,93,804

Profit / (Loss) before tax (3,33,019) (11,42,881)

Provision for Taxation & 2,36,720 2,83,904 Fringe Benefit Tax

Profit / (Loss) after tax (5,69,739) (14,26,785)

Profit / (Loss) brought (1,73,57,910) (1,59,31,125) forward from last year

Profit / (Loss) carried (1,79,27,648) (1,73,57,910) forward to Balance Sheet

Company showed a steep increase in the Income. Your Company posted a Income of Rs. 441.29 lacs as against Rs. 69.22 lacs during the previous year. As a result there was marginal decrease in the losses of the Company. Your Company posted a Loss before Tax of Rs. 3.33 lacs against a loss of Rs. 11.43 Lacs during the previous year.

(A detailed analysis of financial results has been made in "Management Discussion & Analysis Report" which is annexed hereto.)

Management Discussion and Analysis

In accordance with the Listing Agreement entered into with stock exchanges, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

Fixed Deposits

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

Directors

Mr. Satish Mohiniraj Shidhaye will retire by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. Your Directors recommend his re-appointment as Director.

Directors Responsibility Statement

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of these annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The accounting policies have been consistently applied and reasonable and prudent judgments and estimates have been made, so as to give a true and fair view of the state of affairs of the Company for the year ended on 30th June 2014 and of the Loss of the Company for that year;

(iii) Proper and sufficient care has been 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;

(iv) These annual accounts have been prepared on a going concern basis.

Auditors

M/s. Sekhri Kanodia & Associates., Chartered Accountants, the auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as the Auditors of the Company. A certificate from the Auditors has been received to the effect that their appointment, if made, would be within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Auditors Report

The Auditors Report to the Shareholders does not contain any adverse qualifications.

Internal Control System

The Company maintains adequate internal control systems, which provide, among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against significant misuse or loss of Company''s assets. The Company is now in the process of setting up Internal Audit System.

Corporate Governance

A report of the Corporate Governance is annexed hereto and forms part of this Report. A Certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance is attached to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The Company is not strictly 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 earning and outgo is concerned, the Company has neither earned nor used any foreign exchange during the period under review.

Particulars of Employees

There is no employee covered pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no particulars'' are given.

Subsidiary Companies

A statement pursuant to Section 212 of the Companies Act, 1956 relating to Company''s subsidiaries is attached to the balance sheet.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Acknowledgments

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, Registrar & Transfer Agents, the Artists and Technicians associated with the Company''s programmes, 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 Shah) Chairman cum Managing Director

Place: Mumbai Date: 27th August, 2014


Jun 30, 2013

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited Accounts of the Company for the year ended on 30th June, 2013.

Financial Results

(Amount in Rs.)

For year ended on For year ended on 30th June, 2013 30th June, 2012

Gross Income (Including Exceptional and Extraordinary Items) 69,21,976 1,19,56,524

Expenditur 80,64,857 94,71,856

Profit/(Loss) before Taxation Depreciation (9,49,077) 22,90,864

Depreciation 1,93,804 1,93,804

Profit / (Loss) before tax (11,42,881) 24,84,668

Provision for Taxation & Fringe Benefit Tax 2,83,904 2,27,028

Profit / (Loss) after tax (14,26,785) 22,57,640

Profit / (Loss) brought forward from last year (1,59,31,125) (1,81,88,765)

Profit / (Loss) carried forward to Balance Sheet (1,73,57,910) (1,59,31,125)

Again due to existence of Big Corporate in the market, the Gross Income during the year under review was Rs. 69.22 lacs as against Rs. 119.56 lacs during the previous year. Your Company posted a Loss before tax of Rs. 11.42 Lacs against a profit of Rs. 24.84 Lacs.

(A detailed analysis of financial results has been made in "Management Discussion & Analysis Report" which is annexed hereto.)

Management Discussion and Analysis

In accordance with the Listing Agreement entered into with stock exchanges, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

Fixed Deposits

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

Directors

Mr. Sandeep Poddar will retire by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. Your Directors recommend his re-appointment as Director.

Directors Responsibility Statement

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of these annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The accounting policies have been consistently applied and reasonable and prudent judgments and estimates have been made, so as to give a true and fair view of the state of affairs of the Company for the year ended on 30th June 2013 and of the Loss of the Company for that year;

(iii) Proper and sufficient care has been 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;

(iv) These annual accounts have been prepared on a going concern basis.

Auditors

M/s. Sekhri Kanodia & Associates., Chartered Accountants, the auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as the Auditors of the Company. A certificate from the Auditors has been received to the effect that their appointment, if made, would be within limits prescribed under Section 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors Report to the Shareholders does not contain any adverse qualifications.

Internal Control System

The Company maintains adequate internal control systems, which provide, among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against significant misuse or loss of Company''s assets. The Company is now in the process of setting up Internal Audit System.

Corporate Governance

A report of the Corporate Governance is annexed hereto and forms part of this Report. A Certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance is attached to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The Company is not strictly 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 earning and outgo is concerned, the Company has neither earned nor used any foreign exchange during the period under review.

Particulars of Employees

There is no employee covered pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no particulars are given.

Subsidiary Companies

A statement pursuant to Section 212 of the Companies Act, 1956 relating to Company''s subsidiaries is attached to the balance sheet.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Acknowledgments

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, Registrar & Transfer Agents, the Artists and Technicians associated with the Company''s programmes, 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 Shah)

Chairman cum Managing Director

Place: Mumbai

Date: 28th August, 2013


Jun 30, 2012

The Directors have pleasure in presenting their Seventeenth Annual Report together with the Audited Accounts of the Company for the year ended on 30th June, 2012.

Financial Results

(Amount in Rs.)

For year ended on For year ended on 30th June, 2012 30th June, 2011

Gross Income 88,06,524 63,95,730

Expenditure 92,78,052 56,42,218

Profit before Taxation & Depreciation 26,78,472 7,53,512

Depreciation 1,93,804 1,93,804

Profit / (Loss) before tax 24,84,668 5,59,708

Provision for Taxation & Fringe Benefit Tax 2,27,028 2,750

Profit / (Loss) after tax 22,57,640 5,56,958

Profit / (Loss) brought forward from last year (1,81,88,765) (1,87,45,723)

Profit / (Loss) carried forward to Balance Sheet (1,59,31,125) (1,81,88,765)

Again due to existence of Big Corporate in the market, the Gross Income during the year under review increased to Rs.88.07 lakhs against Rs.63.96 lakhs during the previous year. Your Company posted a Profit before Tax of Rs.22.57 lakhs against a profit of Rs.5.60 lakhs during the previous year.

(A detailed analysis of financial results has been made in "Management Discussion & Analysis Report" which is annexed hereto.)

Management Discussion and Analysis

In accordance with the Listing Agreement entered into with stock exchanges, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

Fixed Deposits

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

Directors

Mrs. Ulka Shah will retire by rotation and being eligible, has offered herself for re-appointment at the ensuing Annual General Meeting. Your Directors recommend her re-appointment as Director.

Directors Responsibility Statement

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of these annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The accounting policies have been consistently applied and reasonable and prudent judgments and estimates have been made, so as to give a true and fair view of the state of affairs of the Company for the year ended on 30th June 2012 and of the profit of the Company for that year;

(iii) Proper and sufficient care has been 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;

(iv) These annual accounts have been prepared on a going concern basis.

Auditors

M/s. Sekhri Kanodia & Associates., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as the Auditors of the Company. A certificate from the Auditors has been received to the effect that their appointment, if made, would be within limits prescribed under Section 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors Report to the Shareholders does not contain any adverse qualifications.

Internal Control System

The Company maintains adequate internal control systems, which provide, among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against significant misuse or loss of Company's assets. The Company is now in the process of setting up Internal Audit System.

Corporate Governance

A report of the Corporate Governance is annexed hereto and forms part of this Report. A certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance is attached to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The Company is not strictly 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 earning and outgo is concerned, the Company has neither earned nor used any foreign exchange during the period under review.

Particulars of Employees

There is no employee covered pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no particulars are given.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Acknowledgments

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, Registrar & Transfer Agents, the Artists and Technicians associated with the Company's programmes, 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 Shah) Chairman cum Managing Director

Place: Mumbai

Date: 12th November, 2012


Jun 30, 2010

The Directors have pleasure in presenting their Fifteenth Annual Report together with the Audited Accounts of the Company for the year ended on 30th June, 2010.

Financial Results

(Amount in Rs.)

For year ended on For year ended on 30th June, 2010 30th June, 2009

Gross Income 90,16,816 29,79,500

Expenditure 1,04,36,771 48,11,845

Profit before Taxation & Depreciation (14,19,955) (18,32,345)

Depreciation 5 1,93,804 1,93,804

Profit / (Loss) before tax (16,13,759) (20,26,149)

Provision for Taxation & Fringe Benefit Tax 0 44,809

Profit / (Loss) after tax (16,13,759) (20,70,958)

Profit / (Loss) brought forward from last year (1,71,31,964) (1,50,61,006)

Profit / (Loss) carried forward to Balance Sheet (1,87,45,723) (1,71,31,964)



Even though it was a bad year the gross income has increased from Rs. 29.80 lakhs in the previous year to Rs. 90.17 lakhs in the current year, thereby registrering an increase of 200% on annualized basis. The company has reported a loss of Rs. 16.14 lakhs in the current year as against Rs. 20.71 lacks during the previous year. The Company is trying to explore other areas of operation.

(A detailed analysis of financial results has been made in "Management Discussion & Analysis Report" which is annexed hereto.)

Management Discussion and Analysis

In accordance with the Listing Agreement entered into with stock exchanges, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

Fixed Deposits

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

Directors

Mr. Sandeep Poddar will retire by rotation and being eligible, has. offered himself for re-appointment at the ensuing Annual General Meeting. Your Directors recommend his re-appointment as Director.

Directors Responsibility Statement

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of these annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The accounting policies have been consistently applied and reasonable and prudent judgments and estimates have been made, so as to give a true and fair view of the state of affairs of the Company for the year ended on 30th June 2010 and of the loss of the Company for that year;

(iii) Proper and sufficient care has been 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;

(iv) These annual accounts have been prepared on a going concern basis.

Auditors

M/s. Sanjay Raja Jain & Co., Chartered Accountants, the auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as the Auditors of the Company. A certificate from the Auditors has been received to the effect that their appointment, if made, would be within limits prescribed under Section 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors Report to the Shareholders does not contain any adverse qualifications.

Internal Control System

The Company maintains adequate internal control systems, which provide, among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against significant misuse or loss of companys assets. The Company is now in the process of setting up Internal Audit System.

Corporate Governance

A report of the Corporate Governance is annexed hereto and forms part of this Report. A certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance is attached to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The Company is not strictly 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 earning and outgo is concerned, the Company has neither earned nor used any foreign exchange during the period under review.

Particulars of Employees

There is no employee covered pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no particulars are given.

Subsidiary Companies

A statement pursuant to Section 212 of the Companies Act. 1956 relating to Companys subsidiaries is attached to the balance sheet.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Acknowledgments

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, shareholders, Registrar & Transfer Agents, 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

(Manish Shah)

Chairman

Managing Director

Place: Mumbai Date : 22nd November, 2010

 
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