United Credit Director Discussions


TO THE MEMBERS

Your Directors are pleased to present the Fifty-First Annual Report and the audited financial statements of the Company for the financial year ended 31 March, 2022.

FINANCIAL HIGHLIGHTS

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

( Rs. in Lacs )

Particulars 2021-2022 2020-2021
Revenue from operations 269.57 271.24
Other Income 16.99 6.74
Total 286.56 277.98
Profit/ (Loss) before Taxation 127.90 119.74
Provision for Taxation 52.49 32.36
Net Profit 75.4 1 87.38
Other Comprehensive lncome/(Loss) (net of tax) 1.07 0.87
Total comprehensive Income 76.48 88.25

STATE OF THE COMPANYS AFFAIRS

During the year under review the Company has been able to achieve profit before tax of Rs.127.90 lakhs as against Rs . 119.74 lakhs in the previous year.

There is no change in the nature of business carried on by the Company. The Company is principally engaged in Non-Banking Financial activities. The Company earns ts revenue from interest on loan and rent.

The financial statements for the financial year ended 31st March, 2022 have been prepared in accordance with the provisions of Sections 129, 133 and Schedule 11 1 of the Companies Act, 2013 as amended and Ind AS applicable for Non-Banking Financial Companies.

During the year under review the Company has achieved a total revenue of Rs. 269.57 lakhs as compared to Rs.271.24 lakhs in the previous year.

FUTURE OUTLOOK

The contribution of Non-Banking Financial Companies (NBFCs) is key to Indias economic growth. The Sector has played a crucial role in the development of infrastructure, transport and support system for economically weaker sections. Operating simultaneously on a parallel platform with Banks and Financial Institutions, it has established its worth as an alternative source of finance. NBFCs are regulated by Reserve Bank of India and accordingly are subject to stringent norms . The Company is traditionally engaged in the business of Non-Banking financial company and had succeeded in pockets, where banks have not been able to reach. The Company has started facing difficulty in carrying on tsi traditional business ; difficulty faced mainly in recovering the fund disbursed, in addition to combating competition from other big players in the market. To obviate this, the Company has started exploring opportunities in segments like real estates, loan syndication and entertainment in a limited manner. The management expects that expansion of range of activities will help the Company in increasing its profits in the future years .

TRANSFER TO RESERVES

During the year under review, your Company has transferred a sum of Rs. 15,08,225/- to Reserve Fund as per norms prescribed by the Reserve Bank of India.

DIVIDEND

Considering the requirement of fund for day to day business operation and proposed diversification, 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 of the notes to the financial statements. The Company did not give any guarantee or provide any security in connection with a loan to any other body corporate or person during the financial year under review . The Company being an NBFC nothing contained in Section 186 of the Companies Act , 2013 except Sub-section (1) shall apply .

DEPOSITS

The Company has not accepted any public deposit during the year under review . There is also no unclaimed or unpaid deposit as on 31st March, 2022.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March, 2022 all contracts/arrangements/transactions entered into by your Company with Related Parties were on arms length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined under Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. All Related Party transactions have been approved by the Audit Committee of your Company and are reviewed by it on a quarterly basis .

The Company has voluntarily formulated the policy in dealing with related party transactions although compliance with the provisions of corporate governance is not applicable to the Company at present. The policy can be accessed in the web link https://www.unitedcreditltd.com/unitedadmin/upload/cmspage_1322_data.pdf.

The details of contracts and arrangements with Related Parties as per Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable statutory provisions are given in Note No. 27 of the Notes to the Financia l Statements, forming part of this Annual Report .

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

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year under review and the date of the report .

GENERAL INFORMATION

During the financial year under review NBFCs have faced liquidity challenges and asset liability mismatches .

External business environment as a whole is not encouraging and the business houses are striving for survival.

No strategic and financial partner was inducted in the Company during the period under review .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of six Directors out of which Mr. Ashok Kumar Dabriwala (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 Directors was held during the year as per statutory requirement .

During the financial year under review Mr . Arunabha Biswas, Vice President and Company Secretary passed away on 20m September, 2021.

Ms. Deepali Gupta, an Associate Member of The Institute of Company Secretaries of India, has been appointed as Company Secretary and Compliance Officer of the Company with effect from 15h December, 2021.

Mrs. Rashmi Dabriwal (DIN: 00393162) retires by rotation in the forthcoming Annual General Meeting and being eligible , offers herself for re-appointment .

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

The Board of Directors confirms that the Independent Directors also meet the criteria of expertise, experience and integrity as per statutory requirements.

Mr. Ashok Kumar Dabriwala, Chairman & Managing Director, Ms. Deepali Gupta, Company Secretary & Compliance Officer and Mr. Samarjit Jain, Chief Financial Officer are the Key Managerial Personnel of the Company.

In compliance with the provisions of Schedule IV of the Companies Act, 2013 and other applicable statutory provrsions, Familiarisation programme for Independent Directors was held on 11t h February, 2022. The details of familiarisation programme could be accessed in the web link https://www.unitedcreditltd.com/unitedadmin/upload/cmspage_1317_data.pdf.

MEETINGS OF THE BOARD AND ITS COMMITTEES

Details of meetings of the Board and its Committees held during the financial year ended 31st March, 2022 are given in the enclosed statement marked Annexure I.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

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

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departure there from;

ii) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the profit of the Company for that period;

iii) they had 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;

v)i 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 and that such internal financial controls are adequate and were operating effectively; and

vi) they had devised proper systems to ensure compliance with the provisions of all applicable 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 reviewed periodically by the Board of Directors . As of now the Directors do not envisage any element of risk which may threaten the existence of the Company . The Policy can be accessed on the Companys website at https://www.unitedcreditltd.com/unitedadmin/upoad/cmspage_1323 _data.pdf.

CORPORATE GOVERNANCE

In terms of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , compliance with corporate governance provisions is not mandatory for the time being in respect of the Company as its paid-up equity share capital and net worth do not exceed Rs.10.00 Crores and Rs . 25.00 Crores 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 . Suresh Chandra Saha is acting as the Chairman of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three Non-Executive Independent Directors, namely Mr. Raj Mohan Choubey, Mr. Nandanandan Mishra and Mr. Suresh Chandra Saha. 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. Raj Mohan Choubey, Mr . Ashok Kumar Dabriwala and Mr . Devashish Dabriwal. Mr. Raj Mohan Choubey is acting as the Chairman of the Committee.

PROHIBITION OF INSIDER TRADING

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

The Company has formulated various Policies and Procedures as per requirement of Securities 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 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 vigil mechanism as per requirement of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, to enable them to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy . The policy of vigil mechanism / whistle blower may be accessed on the Companys website at the link https:/ /www.unitedcreditltd.com/unitedadImin/upoad/cmspage_1324_data.pdf.l

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013, in respect of Corporate Social Responsibility are not applicable to the Company as the net worth, turnover and net profit 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, business responsibility report is not applicable in case of the Company.

TRANSFER OF EQUITY SHARES AND UNPAID DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

As per statutory requirement, dividends declared up to the financial year 2012-2013 which remained unpaid or unclaimed for a period of seven years have been duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the Companies Act, 2013 within the stipulated time.

In terms of Section 124(6) of the Act read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit , Transfer and Refund) Rules , 2016 as amended vide Investor Education and Protection Fund Authority (Accounting, Audit , Transfer and Refund) Amendment Rules, 2017 (IEPF Rules) all such shares in respect of which dividend has not been paid or claimed for seven consecutive years or more are also required to be transferred to IEPF Authority. The Company has transferred the shares in respect of unclaimed dividend up to the financial year 2010-2011 in favour of the IEPF Authority , on 30th November, 2017. As per record maintained by CBM, after this transfer , presently there are no shares of the Company which are required to be transferred to IEPF.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. L B Jha & Co., Chartered Accountants (Firm Registration 301088E) were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 22nd September, 2017 of Section 139 of the Companies Act, 2013 till the conclusion of the Annual General Meeting to be held in 2022 .

The Board of Directors on the recommendation of the Audit Committee suggests that M/s . L B Jha & Co., Chartered Accountants (Firm Registration No. 301088E) be re-appointed as Statutory Auditors for a further term of 5 years, till conclusion of the Annual General Meeting to be held in 2027.

The Statutory Audit Report does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITOR AND AUDIT REPORT

In accordance with the requirement of Section 204 of the Companies Act, 2013, Mr . Sumantra Sinha, Practising Company Secretary has been appointed to conduct Secretarial Audit for the financial year ended 31st March, 2022.

A report made by him, pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached marked Annexure II.

The Secretarial Audit Report does not contain any 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 the Institute 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 Section 148( 1) of the Companies Act , 2013 and Rules framed thereunder with respect to the Companys nature of business

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings in any manner. However during the year an expenditure of Rs. 2,00,540/- was made in foreign currency.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYRE GU LA TORS/ COURTS/ TRIBUNALS

There is no significant and material order passed by any regulator or court or tribunal impacting the going concern status of the Company and Companys operations in future.

LISTING WITH THE STOCK EXCHANGES

The Companys Equity Shares are listed with The Calcutta Stock Exchange Limited and BSE Limited.

INTERNAL FINANCIAL CONTROLS

The Company has taken appropriate measures to ensure adequate internal financial control commensurate with the activities of the Company. Internal financia l contro l is the responsibility of the Board of Directors. In line with the requirement of the relative provisions of the Companies Act, 2013, the Company has taken necessary steps for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial 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 and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act , 2013 as amended the Annual Return of the Company as on 31st March, 2022 is available on the Companys website and can be accessed at the link https://www.unitedcreditltd.com/unitedadmin/upload/cmspage_1327_data.pdf.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.

In compliance with Section 178(3) of the Companies Act , 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees .

The details of the above policy has been placed on the website of the Company and may be accessed at the link https://www.unitedcreditltd.com/unitedadmin/upload/cmspage_1325_data.pdf.

The salient features of the policy are given hereunder :

As a matter of policy , the Company appoints directors from various fields . The present composition of the Board comprises of personnel with experience in finance, statutory matters and various economic activities .

The Policy stipulates the criteria

(i) to determine qualifications, positive attributes and independence of directors as well as to ensure a fair and reasonable remuneration on the basis of appropriate appraisal by the Nomination and Remuneration Committee in line with the requirement of Companies Act, 2013;

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

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

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

PERFORMANCE EVALUATION

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

Competency, experience and qualification are the principal criteria of evaluation and accordingly the performance evaluation of the Board, its committees and individual directors has been made on the basis of knowledge, expertise and experience in their respective fields and attendance of the directors in the meetings . The independent directors also reviewed the performance of the entire Board including the Chairman in their meeting held on 12th August, 2021.

The Board conducted the annual evaluation of the performance of the directors and the Chairman obtained the views of the members of the Board and its committees and feedback was 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, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Manageria l Personnel) Rules, 2014 is provided in Annexure Ill.

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

COMPLIANCE OF PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

During the calendar year ended 31st December , 2021, the Company held workshops and awareness programmes for sensitising the employees with the provisions of the Act . There was also an orientation programme for the Members of the Internal Complaints Committee

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

SUBSIDIARIES

The Company has no subsidiary as on 31st March, 2022.

The Company has formulated a policy for determining material subsidiaries. The policy has been disclosed on the website of the Company and may be accessed at the link https://www.unitedcreditltd.com/unitedadmin/upoad/cmspage_1326_data.pdf.

FRAUDS

The Auditors of the Company have not reported any fraud to the Audit Committee or to the 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 sweat equity shares to the employees of the Company under any scheme and shares with differential rights as to dividend, voting or otherwise.

There has been no change in the capital structure of your Company during the year under review.

INSOLVENCY AND BANKRUPTCY CODE

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board
Sd/-
Ashok Kumar Dabriwala
Kolkata - 700 016 Chairman & Managing Director
May 27, 2022. DIN :00024498