Your Directors are pleased to present before you the 35th Annual Report together withthe Audited Financial Statements for the Financial Year ended 31st March 2019.
The summarized financial results of the Company for the year ended 31st March 2019 andfor the previous year ended 31st March 2018 are as follows:
FINANCIAL RESULTS FOR THE FINANCIAL YEAR ENDED 31.03.2019
|Particulars ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Total Income ||295.67 ||292.06 |
|Operating Expenses ||227.34 ||167.60 |
|Profit before Finance Cost Depreciation & Amortisation Exp. ||68.33 ||124.46 |
|Depreciation & Amortisation Exp. ||36.67 ||36.37 |
|Financial Expenses ||28.66 ||35.08 |
|Profit/Loss before Tax ||3.00 ||53.01 |
|Provision for Tax ||- ||- |
|Profit/Loss after Tax ||3.00 ||53.01 |
|Earnings per share (Basic and Diluted) ||0.10 ||1.77 |
During the year the turnover of the Company is Rs. 295.67 Lacs increased as againstthe previous year turnover of Rs. 292.06 Lacs and the profit before finance costDepreciation and Amortization is decreased to Rs.68.33 Lacs in current year from theprevious year Rs.124.46 Lacs. The Profits after tax of the Company has also decreased toRs. 3.00 Lacs to previous year profit of Rs.53.01 Lacs.
Your Company's Information for the year under review is given in greater detail in theManagement Discussion and Analysis which forms part of this Annual Report.
The Board of Directors of the Company has not recommended dividend for the FinancialYear 2018-19.
There were no Fixed Deposits as on 31st March 2019. No fresh deposits were acceptedduring the financial year 2018-19. There were no unclaimed deposits as at March 312019.
The Directors state that applicable Secretarial Standards i.e SS-1 and SS-2 relatingto Meeting of the Board of Director' and General Meetings' respectively havebeen duly followed by the Company.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this Report. There has beenno change in the nature of business of the Company.
During the year under review Mr. Anil Kumar Khanna resigned from the chairmanship anddirectorship of the Company w.e.f 8th February 2019. Ms. Meena Khanna was appointed onBoard as Additional Director w.e.f 8th February 2019. However she resigned from thedirectorship of the Company w.e.f 22nd March 2019.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of Section 149 of the Act read with Regulation 16 of Listing Regulations. The IndependentDirectors have also confirmed that they have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act.
Save and except aforementioned there was no other change in Directors of the Company.
KEY MANAGERIAL PERSONNEL
Ms. Mansi Mehta resigned as Company Secretary of the Company and Ms. Chandni Arora wasappointed as Company Secretary of the Company w.e.f 31st May 2019.
Save and except aforementioned there was no other change in Key Managerial Personnelof the Company.
MEETINGS OF THE BOARD:
The strength of Board of Directors as on March 312019 were 6 Directors. The Boardcomprises of two non-independent executive directors and four independent directors. TheBoard meets the requirement of not less than half of the Board being IndependentDirectors the Chairperson being an Executive Director.
|Date of Meetings ||Board Strength ||No. of Directors present |
|05th May 2018 ||07 ||06 |
|03 rd August 2018 ||07 ||07 |
|13th November 2018 ||07 ||07 |
|08th February 2019 ||07 ||07 |
The maximum time gap between any two meetings was not more than 120 days.
The composition of Board of Directors and attendance of Directors at the Board Meetingsduring the year and at the last Annual General Meeting and also number of otherdirectorships committee memberships and chairmanship held by them are given below:
|Name of Directors ||DIN ||Details || |
No. of other Directorships and Committee Memberships/ Chairmanship held in Public Limited Companies
|Directorship in other Listed |
| || ||Category ||Board |
|AGM ||Directorship ||Committee |
|Mr. Anil Kumar Khanna* ||00207839 ||E.D. ||03 ||Yes ||11 ||Nil ||Nil ||- |
|Mr.Aditya Khanna ||01860038 ||E.DVM.D ||04 ||Yes ||08 ||Nil ||Nil ||RLF Limited |
|Mr. Kapil Dutta ||00964585 ||I.D. ||03 ||Yes ||03 ||03 ||02 ||- |
|Mr.V.K Batra ||00601619 ||I.D. ||04 ||Yes ||04 ||02 ||01 ||- |
|Mr.Vipin Bali ||01890854 ||I.D. ||04 ||Yes ||Nil ||Nil ||Nil ||- |
|Mrs.Vimal Kumari ||07225462 ||I.D. ||04 ||Yes ||Nil ||Nil ||Nil ||- |
|Mr.Ashish Khanna ||01251582 ||E.D. ||04 ||Yes ||10 ||01 ||Nil ||RLF Limited |
|Mrs. Meena Khanna** ||08384345 ||E.D ||01 ||No ||02 ||Nil ||Nil ||- |
E.D. - Executive Director; I.D. - Independent Director; M.D - Managing Director.
* Mr. Anil Kumar Khanna resigned as Director of the Company w.e.f 8th February 2019.
** Ms. Meena Khanna was appointed as Director w.e.f 8th February 2019 and ceased to beDirector w.e.f 22nd March 2019. 1 (One) Board Meeting was held during her tenure.
The Committee's composition and terms of reference meet with requirements of Section177 of the Act and Regulation 18 of Listing Regulations. Members of the Audit Committeepossess financial/accounting expertise/exposure.
Brief description of terms of reference:
The role and the powers of the audit committee are as per the guidelines set out in theListing Regulations. The Committee also act as a link between the auditors and the Boardof Directors. The Committee meets the auditors periodically and reviews thequarterly/half-yearly and annual financial statements and discusses their findings andsuggestions and seeks clarification thereon.
The audit committee met four times during the financial year 2018-19 on 5th May 20183rd August 2018 13th November 2018 and 8th Februrary 2019 and the maximum time gapbetween any two meetings was less than 120 days. The attendance of meeting is givenhereunder:-
|Name ||Chairman/Member ||No. of Meeting (s) attended |
|Mr. Kapil Dutta ||Chairman ||03 |
|Mr. Anil Kumar Khanna* ||Member ||03 |
|Mr.Vipin Bali ||Member ||04 |
|Mrs.Vimal Kumari ||Member ||04 |
* Ceased to be member of the Audit Committee w.e.f 8th February 2019 NOMINATION ANDREMUNERATION COMMITTEE:
Nomination & Remuneration Committee was constituted to comply with the provisionsof the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Brief description of terms of reference:
To formulate the criteria for determining qualifications positive attributes andindependence of a director formulate the criteria for evaluation of Independent Directorsand the Board and performance of every Directors of the Board and recommend to the Boardall remuneration in whatever form payable to Senior Management i.e. Chief ExecutiveOfficer Managing Director Whole time Director Manager Chief Financial Officer andCompany Secretary
The Committee met four times 5th May 2018 3rd August 2018 13th November2018 and8th February 2019. The attendance of meeting is given hereunder:-
|Name ||Chairman/Member ||No. of Meetings attended |
|Mr.Vipin Bali ||Chairman ||04 |
|Mr. Kapil Dutta ||Member ||03 |
|Mr.VK. Batra ||Member ||04 |
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee was constituted to comply with the CompaniesAct 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 mattersconnected with transfer of Company's Securities and to resolve concerns/complaints/grievances of the security holders including complaints related to transfer/ transmissionof shares non-receipt of annual report non-receipt of declared dividends issue ofnew/duplicate certificates general meetings etc.
The Stakeholder Relationship Committee met four times during the financial year 2018-19on 4th May20l8 31st August20l8 28th November2018 and 11th February 2019. Theattendance at its meeting is given hereunder:
|Name ||Chairman / Member ||No. of Meeting(s) attended |
|Mr.V.K. Batra ||Chairman ||04 |
|Mr.Vipin Bali ||Member ||04 |
|Mr. Kapil Dutta ||Member ||03 |
MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every year without thepresence of Non-Independent Directors and Management Personnel. Such meetings areconducted to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the other Independent Directors. IndependentDirectors take appropriate steps to present their views to the Board.
The Independent directors met one time during the financial year 2018-19 on 05th May2018.
The declaration of Independent Director is attached as per Annexure "A".
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per section 135 of the Companies Act 2013 the provisions of Corporate SocialResponsibility are not applicable to our company.
With the enactment of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility) Rules 2014 read with various clarifications issued bythe Ministry of Corporate Affairs. Every Company having the net worth of Rs.500 Crores ormore turnover of Rs.1000 Crores or more or net profit of Rs.5 Crores or more duringimmediately preceding financial year have to spend at least 2% of the average net profitof the Company made during the three immediately preceding financial years.
In pursuance of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 the above rules are not applicable to the company during theyear.
The Company has a policy for performance evaluation of the Board Committees and otherindividual Directors (including Independent Directors) which includes criteria forperformance evaluation. In accordance with the manner specified by the Nomination andRemuneration Committee the Board carried out performance evaluation of the Board itsCommittees and Individual Directors (including Independent Directors).
The Independent Directors separately carried out evaluation of Chairperson NonIndependent Directors and Board as a whole. The performance of each Committee wasevaluated by the Board based on views received from respective Committee Members. Thereport on performance evaluation of the Individual Director was reviewed by theChairperson of the Board and feedback was given to Directors.
RELATED PARTY TRANSACTION
All the related party transactions were entered on arms' length basis and were in theordinary course of business. Further the transactions with related parties were incompliance with applicable provisions of the Act and the Listing Regulations. Omnibusapproval was obtained for the transactions which were foreseen and repetitive in nature. Astatement of all related party transactions was presented before the Audit Committee on aquarterly basis. During the year the Company had not entered into any contract/arrangement/transactions with related parties which could be considered material inaccordance with the policy of the Company on materiality of Related Party Transactions orwhich is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read withSection 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.
The details of the transactions with Related Parties are provided in AOC-2 annexed withthe Board's Report.
PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS
The Company has not made any investment and guarantees during the period and has notgranted any loan during the period under review.
SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES
Your Company does not have any Subsidiary/ Joint Venture/ Associate Company. Thereforedisclosures for the same are not applicable.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the explanations obtained bythem your Directors make the following statements in terms of Section I34(3)(c) of theCompanies Act 2013:
(i) In preparation of the annual accounts for the financial year ended March 312019the applicable Accounting Standards read with the requirements set out under Schedule IIIto the Act have been followed and there are no material departures from the same;
(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year March312019 and the Profit of the company for that period;
(iii) The Directors have been taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing / detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts Company for the financial yearended March 31 2019 on a going concern basis.
(v) The Directors have laid down internal financial controls to be followed by thecompany and that such financial controls are adequate and operating effectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower policy to provide a formal mechanism to theDirectors and employees of the Company for reporting genuine concerns about unethicalpractices suspected or actual fraud or violation of the code of conduct of the Company asprescribed under the Companies Act 2013 Regulation 22 of the Listing Obligation andDisclosure Requirements 2015.
This Vigil Mechanism shall provide a channel to the employees and Directors to reportto the management concerns about unethical behavior and also provide for adequatesafeguards against victimization of persons who use the mechanism and also make provisionfor direct access to the chairperson of the Audit Committee in appropriate or exceptionalcases. It is affirmed that no personnel of the company has been denied access to the AuditCommittee.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. There were no complaint received from any employee during thefinancial year 2018-19 and hence no complaint is outstanding as a 31.3.2019 forcompliance.
M/s Raj Anirudh & Associates Chartered Accountants (Firm Registration No.020497N) New Delhi are the Statutory Auditors of the Company. They were appointed as theStatutory Auditors of the Company in the Annual General Meeting held in the year 2016 fora period of 5 consecutive years. The Company has received confirmation from them to theeffect that they are not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
M/s. Shashi Shekhar & Associates a firm of Company Secretaries in practice arethe Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act2013 to conduct the Secretarial Audit for the Financial Year 2018-19. The Report of theSecretarial Auditors (Form MR-3) annexed to the Report as per Annexure B'.
The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.
EXTRACTS OF ANNUAL RETURN
The extracts of the Annual Return as per section 92(3) of the Companies Act 2013 andrule 1 2(1) of the Companies (Management and Administration) Rules 2014 in the Form MGT 9is attached as Annexure-C'.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India ("SEBI"). The detailed Corporate Governance Report of the Company inpursuance of the Listing Regulations forms part of the Annual Report of the Company. TheCertificate confirming the compliance of conditions of Corporate Governance as stipulatedSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached inAnnexure "D".The certificate containing the compliance of Corporate Governanceas stipulated SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asobtained in Annual Report.
RISK MANAGEMENT SYSTEM
The Company's business is exposed to both external and internal risks.Your Company hasincorporated processes and systems to proactively monitor manage and mitigate these risksalong with appropriate review mechanisms. The Company has an elaborate Risk ManagementFramework which is designed to enable risks to be identified assessed and mitigatedappropriately.
INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal financial controls to safeguard and protectthe Company from loss unauthorized use or disposition of its assets. All the transactionsare properly authorized recorded and reported to the Management. The Company is followingthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal financial controls have been embedded in thebusiness processes.
Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews continuous monitoring by functional leaders as well as testing of theinternal financial control systems by the internal auditors during the course of theiraudits. The Audit Committee reviews adequacy and effectiveness of Company's InternalControls and monitors the implementations of audit recommendations.
PARTICULARS OF EMPLOYEES
In terms of the provision of Section 197 of the Act read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Noemployee is drawing remuneration in excess of the limits set out in the said rules areprovided in the Act.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive industries and henceconsumption of power is not significant. However the management is aware of theimportance of conservation of energy and also reviews from time to time the measurestaken/ to be taken for reduction of consumption of energy.
The Company is conscious of implementation of latest technologies in key working areas.Technology is ever-changing and employees of the Company are made aware of the latestworking techniques and technologies for optimum utilization of available resources and toimprove operational efficiency.
During the year there is no expenditure on Research and Development.
FOREIGN EXCHANGE EARNINGS AND OUTGO
|Total Foreign exchange earned : ||Rs. Nil |
|Total Foreign exchange used : ||Rs. 168487/- |
The Board of Directors wish to place on record their appreciation for the faith reposedin the Company and continuous support extended by all the employees members customersinvestors government authorities bankers and various stakeholders.
| ||For and on behalf of the Board |
| ||United Leasing and Industries Limited |
| ||Sd/- |
|Date: 12th August 2019 ||Aditya Khanna |
|Place: Gurugram Haryana. ||Managing Director |