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United Credit Ltd.

BSE: 531091 Sector: Financials
NSE: N.A. ISIN Code: INE858C01027
BSE 00:00 | 14 Jan 16.13 0.76
(4.94%)
OPEN

16.13

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16.13

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16.13

NSE 05:30 | 01 Jan United Credit Ltd
OPEN 16.13
PREVIOUS CLOSE 15.37
VOLUME 1621
52-Week high 17.38
52-Week low 9.01
P/E 11.60
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.13
CLOSE 15.37
VOLUME 1621
52-Week high 17.38
52-Week low 9.01
P/E 11.60
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

United Credit Ltd. (UNITEDCREDIT) - Director Report

Company director report

Your Directors are pleased to present the Fiftieth Annual Report and the auditedfinancial statements of the Company for the financial year ended 31st March2021.

FINANCIAL HIGHLIGHTS

Financial Highlights of the Company for the financial year under review as compared tothe previous financial year are given hereunder:

Particulars

( Rs. in Lakhs )

2020-2021 2019-2020
Revenue from operations 271.24 289.29
Other Income 6.74 6.70
Total 277.98 295.99
Profit / (Loss) before Taxation 119.74 118.37
Provision for Taxation 32.36 28.87
Net Profit 87.38 89.50
Other Comprehensive lncome/(Loss) (net of tax) 0.87 0.66
Total comprehensive Income 88.25 90.16

STATE OF THE COMPANY’S AFFAIRS

During the financial year under review the Company has been able to achieve profitbefore tax of Rs. 119.74 lakhs as against Rs. 118.37 lakhs in the previous year.

There is no change in the nature of business carried on by the Company. The Company isengaged in Non-Banking Financial activities. The Company earns a major portion of therevenue from interest on loan while a portion is contributed by earning from rent.

The financial statements for the financial year ended 31st March 2021 havebeen prepared in accordance with the provisions of Sections 129 133 and Schedule III ofthe Companies Act 2013 (the Act) as amended and Ind AS as applicable for Non-BankingFinancial Companies.

During the financial year under review the Company has achieved a revenue fromoperations of Rs. 271.24 lakhs as compared to Rs.289.29 lakhs in the previous year.

Company’s earnings from rent during the lockdown period have been affectedadversely.

A portion of revenue is generated from the commercial space given on rent. These letout spaces are mostly used for restaurants and retail business which suffered a seriousset back owing to restriction imposed by the statutory authorities and operation wastotally stopped for more than two months; thereafter upon withdrawal of lock down economicactivities started with limited capacity as per stipulation made by the State Governmenton account of maintenance of social distancing. This has adversely affected incomegeneration by the tenants. Consequently there has been substantial reduction inCompany’s income from rent.

FUTURE OUTLOOK

In the present economic scenario it has been difficult for the Company to expectremarkable success in the non-banking financial activities. The management has been tryingto shift its focus point from the traditional business of the Company and venture intoother areas within the permissible range of the object clause laid down in the Memorandumof Association of the Company.

TRANSFER TO RESERVES

During the year under review your Company has transferred a sum of Rs. 1747660/- toReserve Fund as per norms prescribed by the Reserve Bank of India.

DIVIDEND

Considering the requirement of fund for day to day business operation and proposeddiversification the Directors did not recommend any dividend for the year under review.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loan given and investments made are furnished in Note Nos. 6 and 7 ofthe Notes to the financial statements. The Company did not give any guarantee or provideany security in connection with a loan to any other body corporate or person during thefinancial year under review. The Company being an NBFC nothing contained in Section 186 ofthe Companies Act 2013 except Sub-section (1) shall apply.

DEPOSITS

The Company has not accepted any public deposit during the year under review. There isalso no unclaimed or unpaid deposit as on 31st March 2021.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March 2021 allcontracts/arrangements/transactions entered into by your Company with Related Parties wereon arm’s length basis and in the ordinary course of business. There are no materialtransactions with any Related Party as defined under Section 188 of the Companies Act2013 read with the Companies (Meetings of Board and its Powers) Rules 2014. All RelatedParty transactions have been approved by the Audit Committee of your Company and arereviewed by it on a quarterly basis.

The Company has formulated the policy in dealing with related party transactions. Thepolicy can be accessed in the web link https://www.unitedcreditltd.com/unitedadmin/upload/cmspage _ 678 _data. pdf.

The details of contracts and arrangements with Related Parties as per Companies Act2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and otherapplicable statutory provisions are given in Note No. 27 of the Notes to the FinancialStatements forming part of this Annual Report.

MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THEDATE OF THE REPORT

In view of extensive lockdown imposed to combat the pandemic caused by COVID-19 inflowof income has suffered a great deal and the Company is facing substantial problem inabsence of proper flow of fund. Other than this there is no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year under review and the date of the report.

GENERAL INFORMATION

Economic activities have suffered a great deal owing to nationwide lock down andstatutory restrictions imposed to control the spread of virus.

No strategic and financial partner was inducted in the Company during the period underreview. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of six Directors out of which Mr. Ashok KumarDabriwala (DIN: 00024498) is functioning in executive capacity.

Pursuant to Section 149 of the Companies Act 2013 Mr. Nandanandan Mishra (DIN:00031342) Mr. Raj Mohan Choubey (DIN: 00031305) and Mr. Suresh Chandra Saha (DIN:00484308) are acting as Independent Directors. One meeting of the Independent Directorswas held during the year as per statutory requirement.

In the opinion of the Board the Independent Directors possess the requisite expertiseand experience including proficiency and are persons of high integrity and repute. Theyfulfill the conditions specified in the Act as well as the Rules made thereunder and areindependent of the management.

They have registered themselves with the Independent Director’s Databasemaintained by the MCA.

Independent Directors had given declaration in accordance with the provisions ofSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as per Section 149(6) of the said Act.

During the financial year under review there was no appointment or cessation of officeof Directors and Key Managerial Personnel.

Tenure of office of Mr. Ashok Kumar Dabriwala (DIN: 00024498) as Managing Director ofthe Company will expire on 31st October 2021. Based on the recommendation /approval of the Nomination and Remuneration Committee and the Audit Committee the Boardin its meeting held on 29th June 2021 has considered the matter andrecommended his re-appointment for a further period of three years with effect from 1stNovember 2021 for members’ approval in the forthcoming Annual General Meeting.

Pursuant to Section 152 and other applicable provisions if any of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of the Company Mr. Devashish Dabriwal (DIN: 00037051) Director ofthe Company is liable to retire by rotation in the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

Mr. Ashok Kumar Dabriwala Managing Director Mr. Arunabha Biswas Vice President &Company Secretary and Mr. Samarjit Jain Chief Financial Officer are the Key ManagerialPersonnel of the Company.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

In compliance with the provisions of Schedule IV of the Companies Act 2013 and otherapplicable statutory provisions Familiarisation programme for Independent Directors washeld on 10th February 2021. The details of familiarisation programme could beaccessed in the web linkhttps://www.unitedcreditltd.com/unitedadmin/upload/cmspage_1173_data.pdf.

MEETINGS OF THE BOARD AND ITS COMMITTEES

Details of meetings of the Board and its Committees held during the financial yearended 31st March 2021 are given in the enclosed statement marked Annexure T.

DIRECTORS’ RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIESACT 2013

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors confirm that:

i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departure therefrom;

ii) they had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2021 and of theprofit of the Company for that period;

iii) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) they had prepared the annual accounts on a going concern basis;

v) they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

vi) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY

The Company has in place a comprehensive risk management policy which is reviewedperiodically by the Board of Directors. As of now the Directors do not envisage anyelement of risk which may threaten the existence of the Company. The Policy can beaccessed on the Company’s website athttp://www.unitedcreditltd.com/unitedadmin/upload/cmspage_ 736_data.pdf.

ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

As per decision taken in the meeting of the Board of Directors held on 29thJune 2021 Article 63(a) of the Articles of Association of the Company is proposed to beamended in the manner mentioned in the notice of the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

In terms of Regulation 15(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 compliance with corporategovernance provisions is not mandatory for the time being in respect of the Company as itspaid-up equity share capital and net worth do not exceed Rs.10.00 Crores and Rs. 25.00Crores respectively as on the last day of the previous financial year.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of three Non-Executive Independent Directors namely Mr.Suresh Chandra Saha Mr. Nandanandan Mishra and Mr. Raj Mohan Choubey. Mr. SureshChandra.Saha is acting as the Chairman of the Committee. All the recommendations made bythe Audit Committee were accepted by the Board.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three Non-Executive IndependentDirectors namely Mr. Raj Mohan Choubey Mr. Nandanandan Mishra and Mr. Suresh ChandraSaha. Mr. Raj Mohan Choubey is acting as the Chairman of the Committee.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of three Directors namely Mr. RajMohan Choubey Mr. Ashok Kumar Dabriwala and Mr. Devashish Dabriwal. Mr. Raj Mohan Choubeyis acting as the Chairman of the Committee.

PROHIBITION OF INSIDER TRADING

The Company has formulated and published on its official website Codes of FairDisclosure and Conduct for prohibition of insider trading pursuant to the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended.

The Company has formulated various Policies and Procedures as per requirement ofSecurities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)Regulations 2018 which amongst others include

(i) Policies and Procedures for enquiry in case of leak of unpublished price sensitiveinformation or suspected leak of unpublished Price Sensitive Information.

(ii) Process for how and when people are brought inside on sensitive transactions.

(iii) Internal Controls Systems

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established for directors and employees of the Company a vigilmechanism as per requirement of Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and SEBI (Prohibition of Insider Trading)Regulations 2015 as amended to enable them to report genuine concerns about unethicalbehaviour actual or suspected fraud or violation of the Company’s code of conduct orethics policy. The policy of vigil mechanism / whistle blower may be accessed on theCompany’s website at the linkhttp://www.unitedcreditltd.com/unitedadmin/upload/cmspage_ 755_data.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 in respect of CorporateSocial Responsibility are not applicable to the Company as the net worth turnover and netprofit during the financial year under review are less than the stipulated amount.Accordingly no policy has been framed by the Company on Corporate Social Responsibility.

BUSINESS RESPONSIBILITY REPORT

As stipulated in Regulation 34(2)(f) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 businessresponsibility report is not applicable in case of the Company.

DIVIDEND DISTRIBUTION POLICY

The provisions of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 in respect of formulation ofdividend distribution policy is not applicable in case of the Company.

TRANSFER OF EQUITY SHARES AND UNPAID DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTIONFUND

As per statutory requirement dividends declared up to the financial year 2012-2013which remained unpaid or unclaimed for a period of seven years have been duly transferredby the Company to the Investor Education and Protection Fund (IEPF) established by theCentral Government under Section 125 of the Companies Act 2013 (the Act) within thestipulated time. The Company had last declared dividend in the financial year 2018-2019which would be due for transfer in the year 2026.

In terms of Section 124(6) of the Act read with Rule 6 of Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 as amended(‘IEPF Rules’) all such shares in respect of which dividend has not been paid orclaimed for seven consecutive years or more are also required to be transferred to IEPFAuthority. The Company has transferred the shares in respect of unclaimed dividend up tothe financial year 2009-2010 in favour of the IEPF Authority on 30th November2017. As per record maintained by CBM after this transfer presently there are no sharesof the Company which are required to be transferred to IEPF.

STATUTORY AUDITORS AND AUDITORS’ REPORT

M/s. L. B. Jha & Co. Chartered Accountants (Firm’s Registration No. 301088E)were appointed as Statutory Auditors of the Company for a term of five consecutive yearsto hold office from the conclusion of the Forty-sixth Annual General Meeting (AGM) tillthe conclusion of the Fifty-first AGM of the Company subject to ratification of theappointment by the members at every AGM held after the Forty-sixth AGM.

Provisions regarding ratification of appointment of Statutory Auditors by the membershas been omitted by the Ministry of Corporate Affairs vide Notification dated 7thMay 2018. Hence the resolution seeking ratification by the members of their appointmentis not being placed at the ensuing Annual General Meeting of the Company.

The report made by the Statutory Auditors on the financial statements of the Companyfor the financial year ended 31st March 2021 is free of any qualificationreservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR AND AUDIT REPORT

In accordance with the requirement of Section 204 of the Companies Act 2013 Mr.Ranjit Kumar Ghosh Practising Company Secretary (ICSI Membership No. FCS 3724 and C.P.No. 11521) has been appointed to conduct Secretarial Audit for the financial year ended 31stMarch 2021.

A report made by him pursuant to Section 204(1) of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached marked Annexure ‘II’. The Secretarial Audit Report does not containany qualification reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Para 9 of Secretarial Standard on meetings of the Board of Directors(SS-1) it is confirmed that all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India have been duly complied with.

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Companies Act 2013 and Rules framed thereunder with respect to theCompany’s nature of business.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being engaged in non-banking financial activities the question ofconservation of energy and technology absorption does not arise.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no earning in foreign exchange and there was noexpenditure in foreign exchange also.

SIGNIFICANT AND MATERIALORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There is no significant and material order passed by any regulator or court or tribunalimpacting the going concern status of the Company and Company’s operations in future.

LISTING WITH THE STOCK EXCHANGES

The Company’s Equity Shares are listed with The Calcutta Stock Exchange Limitedand BSE Limited. INTERNAL FINANCIAL CONTROLS

The Company has taken appropriate measures to ensure adequate internal financialcontrol commensurate with the activities of the Company. Internal financial control is theresponsibility of the Board of Directors. In line with the requirement of the relativeprovisions of the Companies Act 2013 the Company has taken necessary steps for ensuringthe orderly and efficient conduct of its business including adherence to company’spolicies safeguarding of its assets prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information.

In compliance with the requirement of Rule 8(5)(viii) of the Companies (Accounts)Rules 2014 the management has taken necessary steps for design implementation andmaintenance of internal control relevant to the preparation and presentation of thefinancial statements that give a true and fair viewand are free from materialmisstatement whether due to fraud or error.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 as amended the Annual Return ofthe Company as on 31st March 2021 is available on the Company’s websiteand can be accessed at the linkhttps://www.unitedcreditltd.com/unitedadmin/upload/cmspage_1259_data.pdf.

POLICY ON DIRECTORS’ APPOINTMENT REMUNERATION ETC.

In compliance with Section 178(3) of the Companies Act 2013 the Nomination andRemuneration Committee has formulated the criteria for determining qualificationspositive attributes and independence of a director and recommended to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.

The Board of Directors of the Company based on the recommendation of the Nomination andRemuneration Committee has adopted a policy relating to appointment of Directors andremuneration for Directors Key Managerial Personnel and other employees.

The details of the above policy has been placed on the website of the Company and maybe accessed at the link http://www.unitedcreditltd.com/unitedadmin/upload/cmspage_486_data.pdf.

The salient features of the policy are given hereunder:

As a matter of policy the Company appoints directors from various fields. The presentcomposition of the Board comprises of personnel with experience in finance statutorymatters and various economic activities.

The Policy stipulates the criteria

(i) to determine qualifications positive attributes and independence of directors aswell as to ensure a fair and reasonable remuneration on the basis of appropriate appraisalby the Nomination and Remuneration Committee in line with the requirement of CompaniesAct 2013;

(ii) to tap out untapped creativity of the employees and to motivate the employees togive their best for the growth and prosperity of the Company;

(iii) to ensure consistency in compensation on the basis of qualification experienceand ability to perform.

It also prescribes composition of remuneration payable to non-executive directorsmanaging directors whole-time directors managers and key managerial personnel and otheremployees.

PERFORMANCE EVALUATION

The annual evaluation process of the Board of Directors as a whole individualDirectors and Committees of the Board was conducted in accordance with the provisions ofthe Companies Act 2013 and the SEBI (LODR) Regulations 2015.

Competency experience and qualification are the principal criteria of evaluation andaccordingly the performance evaluation of the Board its committees and individualdirectors has been made on the basis of knowledge expertise and experience in theirrespective fields and attendance of the directors in the meetings. The independentdirectors also reviewed the performance of the entire Board including the Chairman intheir meeting held on 10th November 2020.

The Board conducted the annual evaluation of the performance of the directors and theChairman obtained the views of the members of the Board and its committees and feedbackwas provided to the members.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

Disclosure pursuant to the provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in Annexure ‘III’.

The Company has got no employee who is in receipt of remuneration mentioned in Rule5(2) (i) (ii) and (iii) of the said Rules. However a statement showing the names of topten employees in terms of remuneration drawn and other details in accordance with therequirement of Rule 5(2) of the said Rules is annexed marked Annexure'IV’.

COMPLIANCE OF PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company has in place an Anti Sexual Harassment Policy as per requirement of thesaid Act. During the year under review no complaint has been received.

The Company has conducted workshops and awareness programme in compliance with theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and Rules framed thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report in compliance with Regulation 34(2)(e) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and as stipulated in Item No. B of Schedule V of the aboveRegulations is appended to this report.

SUBSIDIARIES

During the year under review no company has become or ceased to be subsidiary or jointventure or associate of the Company.

The Company has no subsidiary as on 31st March 2021.

The Company has formulated a policy for determining material subsidiaries. The policyhas been disclosed on the website of the Company and may be accessed at the linkhttp://www.unitedcreditltd.com/unitedadmin/upload/cmspage _ 706 _ data.pdf.

FRAUDS

The Auditors of the Company have not reported any fraud to the Audit Committee or tothe Board as specified under Section 143(12) of the Companies Act 2013.

CAPITAL STRUCTURE

During the year under review the Company has not issued any shares including sweatequity shares to the employees of the Company under any scheme and shares withdifferential rights as to dividend voting or otherwise.

There has been no change in the capital structure of your Company during the year underreview. INSOLVENCY AND BANKRUPTCY CODE

No application was made and no proceeding is pending under the Insolvency andBankruptcy Code 2016 during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation for thewhole-hearted and sincere co-operation the Company has received from the statutoryauthorities stakeholders customers and bankers.

Your Directors also wish to thank all the employees for their dedicated and committedservice to the Company.

For and on behalf of the Board
Sd /-
Ashok Kumar Dabriwala
June 29 2021 Chairman & Managing Director
Kolkata - 700 016 DIN :00024498

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