Directors Report of Universal Prime Aluminium Ltd.

Mar 31, 2014

Dear Members,

The Directors present their Forty-second Annual Report on the business operations of the Company alongwith the Statement of Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Financial results for the year ended 31st March 2014 are as under :

(Rs. in Lacs)

Particulars Current Year Previous Year 2013-14 2012-13

Sales & Other Income 86.86 79.48

Exceptional Items (Profit / (Loss) on disposal of assets) (1.20) 4.55

Profit before Depreciation and Tax 56.71 45.73

Less: Depreciation 2.96 2.86

Profit before Tax 53.75 42.87

Less: Provision for taxation 16.62 11.25

Profit for the year 37.13 31.62

Add: Balance brought forward from previous year (371.52) (403.13)

Balance Carried over to the Balance Sheet (334.39) (371.51)

OPERATIONS :

During the year under review, your Company has not carried out any significant business. The total other income earned was Rs. 86.86 Lacs as against " 79.48 Lacs in the previous year. Profit before Depreciation and Tax but after exceptional items amounted to " 56.71 Lacs. After providing for depreciation to the tune of " 2.96 Lacs and adjustments for prior period expenses & provision for current & deferred tax of " 16.62 Lacs the Company has registered a Net Profit of " 37.13 Lacs in comparison with Net Profit of " 31.62 Lacs in the previous year.

DIVIDEND :

In view of the accumulated losses, your Directors regret their inability to recommend any dividend for the year ended 31st March, 2014.

DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Prakash Kumar Mohta shall retire by rotation in the forthcoming Annual General Meeting. The Board has recommended the re-appointment of Shri Prakash Mohta to the shareholders. The detailed resume of Shri Prakash Kumar Mohta is provided in the notice of the Annual General Meeting.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. S. G. Somani and Mr. Basant Kumar Daga are proposed to be appointed as Independent Directors of the Company for a period of 5 years. The Board of Directors of the Company has recommended the appointment of Mr. S. G. Somani and Mr. Basant Kumar Daga as Independent Directors for the approval of shareholders. The detailed resume of Mr. S. G. Somani is provided in the notice of the Annual General Meeting.

RESPONSIBILITY STATEMENT :

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

* Your Directors state that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

* Your Directors have 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 at the end of the financial year ended 31st March, 2014 and of the Profit of the Company for the year.

* Your Directors have taken proper and sufficient care 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.

* Your Directors have prepared the attached Statement of Accounts for the year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT :

As per Clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with Auditors'' Certificate thereon and a Management Discussion and Analysis Report are attached and form part of this report.

AUDITORS :

The Auditors M/s. Singhi & Company, (Firm Registration No. 302049E), Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their name as Statutory Auditors for the Financial Year 2014-15 for approval of shareholders.

AUDITORS'' REPORT :

Observations made in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS :

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES :

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no particulars have been furnished in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the year the Company has not undertaken any manufacturing activities. Hence, information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not attached as your Directors have nothing to report in this regard.

There has been no earning and expenditure in foreign currency during the year under review.

ACKNOWLEDGEMENTS :

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board PRAKASH KUMAR MOHTA Place : Mumbai DIN : 00191299 Date : 30th May 2014 Chairman

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Mar 31, 2013

The Directors present their 41st Annual Report on the business operations of the Company alongwith the Statement of Audited Accounts for the year ended 31 st March 2013.

FINANCIAL RESULTS:

Financial results for the year ended 31st March 2013 are as under :

(Rs. in Lacs) Particulars Current Year Previous Year 2012-13 2011-12

Sales & Other Income 79.48 76.60

Exceptional Items (profit on disposal of assets) 4.55 59.48

Profit before Depreciation and Tax 45.73 49.51

Less: Depreciation 2.86 3.02

Profit before Tax 42.87 46.49

Less: Provision for taxation 1125 15.66

Profit forthe year 31.62 30.83

Add: Balance brought forward from previous year (403.13) (433.96)

Balance Carried over to the Balance Sheet (371.51) (403.13)

OPERATIONS:

During the year under review, your Company has not carried out any significant business. The total turnover was Rs.79.48 Lacs as against Rs.76.60 Lacs in the previous year. Profit before Depreciation and Tax but after exceptional income amounted to Rs.45.73 Lacs. After providing for depreciation to the tune of Rs.2.86 Lacs and adjustments for prior period expenses & provision for current & deferred tax of Rs.11.25 Lacs, the Company has registered a Net Profit of Rs.31.62 Lacs in comparison with Net Profit of Rs. 30.83 Lacs in the previous year.

DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to recommend any dividend for the year ended 31st March, 2013.

DIRECTORS:

Pursuant to the provisions of Section 255 of the Companies Act, 1956, Shri S.G Somani shall retire by rotation in the forth coming Annual General Meeting. The Board has recommended the re-election of Shri S.G Somani to the shareholders. The detailed resume of Shri S.G. Somani is provided in the notice of the Annual General Meeting.

RESPONSIBIUTYSTATEMENT:

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

- Your Directors state that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

- Your Directors have 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 affaires of the Company at the end of the financial year ended 31st March, 2013 and of the Profit of the Company for the year.

- Your Directors have taken proper and sufficient care 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.

- Your Directors have prepared the attached Statement of Accounts for the year ended 31 st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as prescribed under Clause 49 of the listing agreement is annexed herewith.

AUDITORS:

The Auditors M/s. Singhi & Company, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their name as Statutory Auditors for the Financial Year 2013-14 for approval of shareholders.

AUDITORS''REPORT:

Observations made in the Auditors'' Report are self-explanatoryand therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217 (2A) of the Companies Act, 1956 and the rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are set out in the annexure hereto.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place : Mumbai PRAKASH KUMARMOHTA

Date : 28th June 2013 Chairman

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Mar 31, 2012

The Directors present their 40th Annual Report on the business operations of the Company alongwith the Statement of Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS : (Rs.in Lacs)

Particualrs Current Year Previous Year 2011-12 2010-11

Sales & Other Income 76.60 47.22

Exceptional Items (profit on disposal of assets) 59.48 39.05

Profit/(Loss) before Depreciation and Tax 49.51 55.26

Less : Depreciation 3.02 3.29

Less : Prior period expenses 0.00 0.08

Profit/(Loss) before Tax 46.49 51.89

Less : Provision for taxation 15.66 0.00

Profit/(Loss) for the year 30.83 51.89

Add : Balance brought forward from previous year (433.96) (485.85)

Balance Carried over to the Balance Sheet (403.13) (433.96)

OPERATIONS :

During the year under review, your Company has not carried out any significant business. The total turnover was 76.60 Lacs as against 47.22 Lacs in the previous year. Loss before Depreciation and Tax but after exceptional income amounted to 49.51 Lacs. After providing for depreciation to the tune of 3.02 Lacs and adjustments for period expenses & provision for current & deferred tax of 15.66 Lacs, the Company has registered a Net Profit of 30.83 Lacs in comparison with Net Profit of 51.89 Lacs in the previous year.

DIVIDEND :

In view of the accumulated losses, your Directors regret their inability to recommend any dividend for the year ended 31st March 2012.

DIRECTORS :

Pursuant to the provisions of Section 255 of the Companies Act, 1956, Shri Basant Kumar Daga shall retire by rotation in the forth coming Annual General Meeting. The Board has recommended the re-election of Shri Basant Kumar Daga to the shareholders. The detailed resume of Shri Basant Kumar Daga is provided in the notice of the Annual General Meeting.

RESPONSIBILITY STATEMENT :

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

? Your Directors state that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

? Your Directors have 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 at the end of the financial year ended 31st March, 2012 and of the Profit of the Company for that period.

? Your Directors have taken proper and sufficient care 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.

? Your Directors have prepared the attached Statement of Accounts for the year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE :

The Report on the Corporate Governance as prescribed under Clause 49 of the listing agreement is annexed herewith.

AUDITORS :

The Auditors M/s. Singhi & Company, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS' REPORT :

Observations made in the Auditors' Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS :

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES :

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating 60,00,000/- or more per annum, if employed throughout the year, or 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217 (2A) of the Companies Act, 1956 and the rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are set out in the annexure hereto.

ACKNOWLEDGEMENTS :

The Directors wish to express their gratitude to the Bankers, Clients and all the business associates for their contineous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place : Mumbai PRAKASH KUMAR MOHTA

Date : 22nd August 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors present their 39th Annual Report on the business operations of the Company alongwith the Statement of Audited Accounts for the year ended 31 st March 2011.

FINANCIAL RESULTS:

Particualrs Current Year Previous Year 2010-2011 2009-2010 (Rs. in Lacs) (Rs. in Lacs)

Sales & Other Income 86.27 39.02

Profit/(Loss) before Depreciation and Tax 55.26 (6.87)

Less : Depreciation 3.29 5.07

Less : Prior period expenses 0.08 0.03

Profit/(Loss) before Tax 51.89 (11.97)

Less : Short provision for taxation for earlier year 0.00 0.00

Profit/(Loss) for the year 51.89 (11.97)

Add : Balance brought forward from previous year (485.85) (473.88)

(Balance Brought Forward) (433.96) (485.85)

OPERATIONS:

During the year under review, your Company has not carried out any significant business. The total turnover was Rs. 86.27 Lacs as against Rs. 39.02 Lacs in the previous year. Profit before Depreciation and Tax amounted to Rs. 55.26 Lacs. After providing for depreciation to the tune of Rs. 3.29 Lacs and adjustments for period expenses the Company has registered a Net Profit of Rs. 51.89 Lacs in comparison with Net Loss of Rs. 11.97 Lacs in the previous year.

DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to recommend any dividend for the year ended 31st March 2011.

DIRECTORS:

Pursuant to the provisions of Section 255 of the Companies Act, 1956, Shri S. G. Somani shall retire by rotation in the forth coming Annual General Meeting. The Board has recommended the re-election of Shri S. G. Somani to the shareholders. The detailed resume of Shri S. G. Somani is provided in the notice of the Annual General Meeting.

RESPONSIBILITY STATEMENT:

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

- Your Directors state that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

- Your Directors have 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 affaires of the Company at the end of the financial year ended 31st March, 2011 and of the Profit of the Company for that period.

- Your Directors have taken proper and sufficient care 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.

- Your Directors have prepared the attached Statement of Accounts for the year ended 31st March, 2011 on a going concern basis.

CORPORATE GOVERNANCE:

The Report on the Corporate Governance as prescribed under Clause 49 of the listing agreement is annexed herewith.

AUDITORS:

The Auditors M/s. Singhi & Company, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS' REPORT:

Observations made in the Auditors' Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum, if employed throughout the year, or Rs. 2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217 (2A) of the Companies Act, 1956 and the rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are set out in the annexure hereto.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the Bankers, Clients and all the business associates for their continuous support to the Company and to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

PRAKASH KUMAR MOHTA Director

Place : Mumbai Date : 8th July 2011

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Mar 31, 2010

The Directors present their 38th Annual Report on the business operations of the Company alongwith the Statement of Audited Accounts for the year ended 31st March 2010,

FINANCIAL RESULTS:

Particualrs Current Year Previous Year

(Rs. in Lacs) (Rs. in Lacs)

Sales & Other Income 39.02 43.92

Profit/(Loss) before Depreciation and Tax (6.87) 4.44

Less : Depreciation 5.07 7.68

Less : Prior period expenses 0.03 0.01

Profit/(Loss) before Tax (11.97) (3.24)

Less : Fringe Benefit Tax 0.00 0.24

Less : Short provision for taxation for earlier year 0.00 0.07

Profit/(Loss) for the year (11.97) (3.55)

Add : Balance brought forward from previous year (473.88) (470.33)

(Balance Brought Forward) (485.85) (473.88)



OPERATIONS:

During the year under review, your Company has not carried out any significant business. The total turnover was Rs. 39.02 Lacs as against Rs. 43.92 Lacs in the previous year. Loss before Depreciation and Tax amounted to Rs. 6.87 Lacs. After providing for depreciation to the tune of Rs. 5.07 Lacs and adjustment for prior period expenses and fringe benefit tax the Company has registered a Net Loss of Rs. 11.97 Lacs in comparison with Rs. 3.55 Lacs in the previous year.

DIVIDEND:

In view of the loss incurred during the year under review, your Directors regret their inability to recommend any dividend for the year ended 31st March 2010.

DIRECTORS:

Pursuant to the provisions of Section 255 of the Companies Act, 1956, Shri Basant Kumar Daga shall retire by rotation in the forth coming Annual General Meeting. The Board has recommended the re-election of Shri Basant Kumar Daga to the shareholders. The detailed resume of Shri Basant Kumar Daga is provided in the notice of the Annual General Meeting.

RESPONSIBILITY STATEMENT:

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

. Your Directors state that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

. Your Directors have 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 affaires of the Company at the end of the financial year ended 31st March, 2010 and of the loss of the Company for that period.

. Your Directors have taken proper and sufficient care 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.

. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE:

The Report on the Corporate Governance as prescribed under Clause 49 of the listing agreement is annexed herewith.

AUDITORS:

The Auditors M/s. Singhi & Company, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT:

Observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum, if employed throughout the year, or Rs. 2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217 (2A) of the Companies Act, 1956 and the rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are set out in the annexure hereto.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the Bankers, Clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place : Mumbai PRAKASH KUMAR MOHTA

Date: 8th July 2010 Chairman