United Leasing & Industries Ltd
Directors Reports
To
The Members,
Your Directors are pleased to before you the 38th Annual Report together with the
Audited Financial Statements for the Financial Year ended 31st March 2022
financial results
The summarized financial results of the Company for the year ended 31st March 2022
and for the previous year ended 31st March, 2021 are as follows:
FINANCIAL RESULTS FOR THE FINANCIAL YEAR ENDED 31.03.2022
Particulars |
Year Ended 31.03.2022 |
Year Ended 31.03.2021 |
Total Income |
525.31 |
314.13 |
Operating Expenses |
381.77 |
189.69 |
Profit before Finance Cost, Depreciation & Amortisation Exp. |
143.54 |
124.44 |
Depreciation & Amortisation Exp. |
39.30 |
37.45 |
Financial Expenses |
37.19 |
34.03 |
Profit before Exceptional Items |
67.05 |
52.96 |
Exceptional Items |
- |
41.09 |
Profit/(Loss) after Exceptional Items |
67.05 |
11.87 |
Provision for Tax |
10.46 |
- |
Profit/(Loss) after Tax |
56.59 |
11.87 |
Earnings per share (Basic and Diluted) |
1.89 |
0.40 |
PERFORMANCE HIGHLIGHTS
During the year, the turnover of the Company is Rs. 525.31 Lacs as against the previous
year turnover of Rs. 314.13 Lacs. The profit before finance cost, Depreciation and
Amortization is Rs.143.54 Lacs in current year (previous year Rs.124.44 Lacs), and after
exceptional items and tax Profit is Rs. 56.59 Lacs against previous year profit of
Rs.11.87 Lacs.
Your Company's Information for the year under review is given in greater detail in the
Management Discussion and Analysis which forms part of this Annual Report.
DIVIDEND
During the financial year 2021-2022 no dividend was declared by the Board of Directors
of the Company.
FIXED DEPOSITS
There are no Fixed Deposits as on 31st March 2022.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e SS-1 and SS-2, relating
to Meeting of the Board of Director' and General Meetings', respectively, have
been duly followed by the Company.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material change and commitments' affecting the financial position of
the company between the end of the financial year and date of this report.There has been
no change in the nature of business of the Company.
DIRECTORS
There were no change directors of the company during the year. Pravin Raja was resigned
from the director w.e.f 23rd May 2022.
SHARE CAPITAL
As on 31st March, 2022, the Authorized, Issued, Subscribed and Paid-up share capital
are as follows:
Authorized Share Capital 1,00, 00,000 Equity Shares of Rs.10/- each
Issued, Subscribed and Paid-up Share Capital 3,00,0000 Equity Shares of Rs.10/- each.
During the year under review, there were no changes in Capital Structure of the Company.
DEMATERIALISATION OF SHARES
The shares of the Company are under compulsory dematerialized trading. The Company's
ISIN No. is INE357P01014. The number of shares dematerialized as on 31.03.2022 follows:
NSDL : |
1060352 Shares |
CSDL : |
50763 Shares |
Physical : |
1888885 Shares |
MEETINGS OF THE BOARD:
The strength of Board of Directors as on March 31, 2022 was 6 Directors. The Board
comprises of one non independent executive director and five independent directors. The
Board meets the requirement of not less than half of the Board being Independent
Directors, the Chairperson being a promoter Director.
Date of Meetings |
Board Strength |
No. of Directors present |
28th June, 2021 |
06 |
06 |
11th August , 2021 |
06 |
06 |
12th November, 2021 |
06 |
06 |
09th February, 2022 |
06 |
05 |
The gap between the last meeting of 2020-2021 (dated 13th Feb, 2021, and 1st Board
Meeting of 2021-22, was more than 120 days. It Should Be Less then 120 days as required in
Companies Act. 2013. However the gap has less than 180 days. as notified under MCA
notification dated 3rd May 2021 due to COVID.
The composition of Board of Directors and attendance of Directors at the Board during
the year and at the last Annual General Meeting and also number of other directorships,
committee memberships and chairmanship held by them are given below:
Name of Directors |
DIN |
Details |
Attendance |
No. of other Directorships and Committee Memberships/
Chairmanship held in Public Limited Companies |
|
|
Category |
Board Meeting |
AGM |
Directorship |
Committee Membership |
Committee Chairmanship |
Mr. Anil Kumar Khanna |
00207839 |
E.D./MD |
04 |
Yes |
12 |
Nil |
ULIL |
Mr. Kapil Dutta |
00964585 |
I.D. |
03 |
Yes |
05 |
02 |
Nil |
Mr.V.K Batra |
00601619 |
I.D. |
04 |
Yes |
05 |
03 |
02 |
Mr. Suman Kapur |
00590936 |
I.D. |
04 |
Yes |
03 |
02 |
01 |
Mr.Pravin Raja |
07564476 |
I.D. |
04 |
Yes |
03 |
01 |
Nil |
Mrs. Rekha Sharma |
06987967 |
I.D. |
04 |
Yes |
03 |
01 |
Nil |
E.D.- Executive Director; I.D. - Independent Director; N.I.E.D. - Non Independent
Executive Director.
Mr. Pravin Raja resigned as Director of the Company w.e.f 23rd May 2022.
AUDIT COMMITTEE:
The Committee's composition and terms of reference meet with requirements of Section
177 of the Act and Regulation 18 of Listing Regulations .Members of the Audit committee
financial /accounting expertise.
Brief description of terms of reference;
The role and the powers of the Audit Committee are as per the guidelines set out in the
Listing Agreement with the Stock Exchanges. The Committee also acts as a link between the
auditor and the Board of Directors. The Committee meets the auditors periodically and
reviews the quarterly/half yearly and annual financial statements and discusses their
findings and suggestions and seeks clarifications thereon.
The audit committee met four times during the financial year 2021-22 on 28th June 2021,
11th August 2021, 12th November 2021 and 09th February, 2022. The attendance of meeting is
given hereunder.
The Composition of the Audit Committee and attendance as its meeting is given below
Name |
Chairman/Member |
No. of Meeting (s) attended |
Mr.Virendra Kumar Batra |
Chairman |
04 |
Mr. Suman Kapur |
Member |
04 |
Mr. Kapil Dutta |
Member |
03 |
Virendra Kumar Batra, Chairman of the audit committee was appointed w.e.f 28th
June 2021.
Kapil Dutta, Chairman of the Audit committee, resigned w.e.f 28th June 2021.
Internal Audit and Control: M/s. R.K. Khanna & Co. Internal Auditors of the Company
have carried out the internal audit for the financial year 2021-22. The reports and
findings of the Internal Auditor and the internal control systems are periodically
reviewed by the Committee
NOMINATION & REMUNERATION COMMITTEE:
Nomination & Remuneration Committee was constituted to comply with the provisions
of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Brief description of terms of reference;
To formulate the criteria for determine qualifications, positive attributes and
independece of Directors of the Board and performance of every director of the Board and
Recommended to the Board of all remuneration, payable to Senior Management i.e Chief
Executive officer , Managing Director Whole time director , Manager Of Chief Financial
officer and Company Secretary.
Nomination & Remuneration Committee met four times on 28th June 2021, 11th August
2021, 12th November, 2021 and 09th February 2022. The attendance on of meetings is given
hereunder:-
Name |
Chairman/Member |
No. of Meetings attended |
Mr. Suman Kapur |
Chairman |
04 |
Mr. Kapil Dutta |
Member |
03 |
Mr.V.K. Batra |
Member |
04 |
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee was constituted to comply with the Companies
Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Brief description of terms of reference;
To approve issue of duplicate Share Certificate and to oversee and review all maters
connected with transfer of Company's Securities and to resolve concerns/ Complainants
/Grievances of the security holders including complaints related to transfer /
transmission of shares , non receipt of annual report , issue of new/duplicate
certificates, general meeting etc.
The Stakeholder Relationship Committee met four times during the financial year 2021-22
on 28th June 2021, 11th August 2021, 12th November, 2021 and 09th February 2022. The
attendance at its meetings is given hereunder:
Name |
Chairman / Member |
No. of Meeting(s) attended |
Mr. V.K. Batra |
Chairman |
04 |
Mr. Pravin Raja |
Member |
04 |
Mrs. Rekha Sharma |
Member |
04 |
Virendra Kumar Batra, Chairman of the Stakeholder Relationship Committee,
appointed w.e.f 28th June 2021.
Pravin Raja ,the Member of the Stakeholder Relationship Committee, resigned
w.e.f 23rd May 2022.
Mrs. Rekha Sharma Member of the Stakeholder Relationship Committee appointed
w.e.f 28th June 2021.
Anil Kumar Khanna, Member of the Stakeholder Relationship Committee, resigned
w.e.f 28th June 2021.
Kapil Dutta, Member of the Stakeholder Relationship Committee, resigned w.e.f
28th June 2021.
INDEPENDENT DIRECTOR'S MEETING
The Independent Directors met once during the financial year 2021-22 on 28th June 2021.
The declaration of Independent Director is attached in Annexure "A".
KEY MANAGERIAL PERSONNEL:
There was no change in Key Managerial Personnel of the Company during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per section 135 of the companies Act 2013 corporate social responsibility are not
applicable to our company.
COMPLIANCE UNDER THE COMPANIES ACT 2013 AND ADDITIONAL SEBI STIPULATIONS
The Company is taking all the necessary steps to be compliant with the Act within the
time stipulated.
CORPORATE GOVERNANCE REPORT
A report of the Statutory Auditors of the Company confirming the compliance of
conditions of Corporate Governance as required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this report as Annexure D' and
forms a part of the report.
RELATED PARTY TRANSACTION
None of the transaction with any of related parties was in conflict with the Company's
interest. Suitable disclosures as required by the Accounting Standards I8 (AS I8) issued
by The Institute of Chartered Accountants of India (The ICAI) have been in the notes to
the Financial Statements.
All related party transactions are negotiated on arm-length basis and are in the
ordinary course of business. Therefore, the provisions of section 188(1) of the Companies
Act, 2013 has been in the compliance. Further the board of the Company has given its
approval to transaction with the related parties.
The details of the transaction with Related Party are provided in the Form AOC-2 which
is annexed to the Board Report thereon.
PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS
The Company has not made any investment and guarantees during the period and was not
granted any loan during the period under review.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the
Directors and employees of the Company for reporting genuine concerns about unethical
practices and suspected or actual fraud or violation of the code of conduct of the Company
as prescribed under the Companies Act, 2013, Clause 49 of the Listing Agreement and
Regulation 22 of the Listing Obligation and Disclosure Requirements, 2015.
This Vigil Mechanism shall provide a channel to the employees and Directors to report
to the management concerns about unethical behavior, and also provide for adequate
safeguards against victimization of persons who use the mechanism and also make provision
for direct access to the chairperson of the Audit Committee in appropriate or exceptional
cases. It is affirmed that no personnel of the company has been denied access to the Audit
Committee.
The Whistle Blower policy is displayed at the Company's website www.ulilltd.com.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
During the year under review, the Company has not received any complaint under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the provisions relating to the constitution of an Internal
Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive industries and hence
consumption of power is not significant. However, the management is aware of the
importance of conservation of energy and also reviews from time to time the measures
taken/ to be taken for reduction of consumption of energy.
During the year, your Company was running successfully its embroidery unit in Gurugram
comprising two computerized, high quality embroidery machines. The company is going for
upgradation in a phased manner.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign exchange earned : |
Rs. Nil |
Total Foreign exchange used : |
Rs. 21,40,945 |
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company was
appointed M/s. Choudhary Pankaj & Associates Company Secretaries in practice (CP No
5417) to undertake the Secretarial Audit of the Company for the year ending 31st March,
2022.
The Secretarial Audit Report for the year ended 31st March, 2022 is annexed herewith as
Annexure-I to this Report. The Company has complied with all applicable Secretarial
Standards (SS) issued by the Institute of Company Secretaries of India (SS1 and SS2),
relating to the meetings of the Board including its Committees and General Meetings which
have mandatory application during the year under review. The Secretarial Audit Report does
not contain any adverse qualification, reservation, or remark.
EXTRACTS OF ANNUAL RETURN
The extracts of the Annual Return as per section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the Form MGT 9
is attached as Annexure-C'.
OPPORTUNITIES, THREATS, RISK & CONCERNS
Abnormal increase in input cost and non-clarity on rates of export benefits are
creating uncertainty among the manufacturers /exporters. As expected, some customers in
USA and Europe have started shifting textile business from China to India, Bangladesh,
Vietnam, etc. Further brands focus has changed to sustainable product lines which can
satisfy fashion needs also.We are preparing ourselves to take the advantage of these
changing trends.
PARTICULARS OF EMPLOYEES
In terms of the provision of Section 197 of the Act read with Rules 5(2) and 5(3) of
the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, No
employee is drawing remuneration in excess of the limits set out in the said rules are
provided in the Act.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the explanations obtained by
them, your Directors make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:
The Directors', based on representation received from the Operating Management, confirm
that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. They 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 and of the profit
and loss of the Company for that period;
c. They have proper and sufficient care for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d. Have prepared the annual accounts on a going concern basis;
e. Have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and
f. Have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such system were adequate and are operating effectively
Acknowledgement:
Your Directors wish to thank the collaborators, financial institutions, bankers,
customers, suppliers, shareholders and employees for their continued support and
co-operations.