united leasing industries ltd Directors report

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 Companys 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 Companys 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 Committees 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 Companys 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 DIRECTORS 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 Companys 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 Companys 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.