United Leasing & Industries Ltd Directors Report.


The Members,

Your Directors are pleased to present before you the 37th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2021.

financial results

Your Directors are pleased to present before you the 37th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2021.


Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Total Income 314.13 235.45
Operating Expenses 189.69 154.29
Profit before Finance Cost, Depreciation & Amortisation Exp. 124.44 81.16
Depreciation & Amortisation Exp. 37.45 36.67
Financial Expenses 34.03 22.01
Profit before Exceptional Items 52.96 22.48
Exceptional Items 41.09 56.72
Profit/(Loss) after Exceptional 11.87 (34.24)
Provision for Tax - -
Profit/(Loss) after Tax 11.87 (34.24)
Earnings per share (Basic and Diluted) 0.40 (1.14)


During the year, the turnover of the Company is Rs.314.13 Lacs as against the previous year turnover of Rs.235.44 Lacs. The profit before finance cost, depreciation and amortization is Rs.124.44 Lacs in current year (previous year Rs.81.16 Lacs), and after exceptional items and tax Profit is Rs.11.87 Lacs against previous year loss of Rs.34.24 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.


During the financial year 2020-21 no dividend was declared by the Board of Directors of the Company.


There were no Fixed Deposits as on 31st March 2021. No fresh deposits were accepted during the financial year 2020-21. There were no unclaimed deposits as at March 31,2021.


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.


There have been no material changes 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.


Mr. Anil Kumar Khanna has appointed as a Managing Director of the Company with effect from AGM dated 16th December, 2020. Mr.Suman Kapur, Pravin Raja and Ms. Rekha Sharma are also appointed as an Independent Director with effect from AGM dated 16th December, 2020 .

The Company has received declarations from all the Independent Directors of the Company confirming 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 Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Save and except aforementioned, there was no other change in Directors of the Company.


Mr. Shashi Shekhar appointed as a Company Secretary and Compliance officer w.e.f. 3rd December, 2020 and Ms. Chandni Arora, resigned as Company Secretary of the Company w.e.f 17th August, 2020.

Mr. Pradeep Anand appointed as Chief Financial Officer w.e.f. 11th November, 2020 and Mr.Ashish Khanna, Director & Chief Financial Officer(CFO) of the Company resigned w.e.f. 17th August, 2020.


The strength of Board of Directors as on March 31, 2021 was 6 Directors. The Board comprises of one non-Independent Executive Director, five Independent Directors. The Board meets the requirement of not less than half of the Board being Independent Directors, the Chairperson being an Executive Director.

Date of Meetings Board Strength No. of Directors present
11th May, 2020 08 08
29th July, 2020 06 06
09th September, 2020 05 05
11th November, 2020 05 05
13th February, 2021 06 06

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 Meetings 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 Directorship in other Listed Companies
Mr. Anil Kumar Khanna 00207839 E.D/M.D 05 Yes 05 01 01 01
Mr. Aditya Khanna* 01860038 E.D/M.D 02 No 02 Nil Nil 01
Mr. Ashish Khanna* 01251582 E.D. 02 No 02 01 Nil 01
Mr. Kapil Dutta 00964585 I.D. 05 Yes 01 03 01 Nil
Mr.V.K Batra 00601619 I.D. 05 Yes Nil 03 01 Nil
Mr. Suman Kapur 00590936 I.D. 03 Yes Nil 02 01 Nil
Mr.Pravin Raja 07564476 I.D. 02 Yes Nil Nil NIL Nil
Mrs.Rekha Sharma 06987967 I.D. 03 Yes Nil 01 Nil Nil
Mrs.Vimal Kumari* 07225462 I.D. 04 Yes Nil 01 Nil Nil
Mr. Tushar Jagota* 07018464 I.D. 02 No Nil Nil Nil Nil
Mr.Surendra Biswal* 08630386 I.D. 01 No Nil Nil Nil Nil
Mr.Rakesh Singh* 07845028 A.D. 01 No Nil Nil Nil Nil

Category : E.D. - Executive Director; I.D. - Independent Director; M.D - Managing Director; A.D. - Additional Director *Mr.Aditya Khanna, Mr.Ashish Khanna, Mrs.Vimal Kumari, Mr.Surendra Biswal, Mr.Tushar Jagota and Mr. Rakesh Singh were resigned previous year.


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 possess 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 the Listing Regulations. The Committee also act as a link between the auditors 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 clarification thereon.

The audit committee met four times during the financial year 2020-21 on 29th July,2020, 09th September 2020 ,11th November 2020 and 13th Februrary,2021. The attendance of meeting is given hereunder:-

Name Chairman/Member No. of Meeting (s) attended
Mr. Kapil Dutta Chairman 04
Mr.VK. Batra Member 04
Mr. Suman Kapur Member 03
Ms.Vimar Kumari * Member 01

Mr. Suman Kapur appointed as a member of the Committee w.e.f. 09.09.2020.

*Mrs. Vimal Kumari, member of the Audited Committee resigned w.e.f. 17.8.2020.


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 determining qualifications, positive attributes and independence of a director, formulate the criteria for evaluation of Independent Directors and the Board and performance of every Directors of the Board and recommend to the Board, all remuneration, in whatever form, payable to Senior Management i.e. Chief Executive Officer, Managing Director, Whole time Director, Manager, Chief Financial Officer and Company Secretary

The Committee met four times during the financial year 2020-21 on 29th July,2020, 09th September, 2020, 11th November 2020 and 13th Februrary,2021.

The Composition of the Nomination and Remuneration Committee and attendance of meeting is given hereunder:-

Name Chairman/Member No. of Meetings attended
Mr. Suman Kapur Chairman 03
Mr. Kapil Dutta Member 04
Mr.VK. Batra Member 04

Mr. Suman Kapur appointed as a member of the Committee on 9th September, 2020.


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 matters connected with transfer of Companys Securities and to resolve concerns/complaints/ grievances of the security holders including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

The Committee met four times during the financial year 2020-21 on 29th July, 2020, 09th September, 2020, 11th November 2020 and 13th Februrary,2021.

Name Chairman / Member No. of Meeting(s) attended
Mr.V.K. Batra Chairman 04
Mr. Kapil Dutta Member 04
Mr. Anil Kumar Khanna Member 04


The Companys Independent Directors meet at least once in every year without the presence of Non-Independent Directors and Management Personnel. Such meetings are conducted to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the other Independent Directors. Independent Directors take appropriate steps to present their views to the Board.

The Independent directors met one time during the financial year 2020-21 on 29th July, 2021 The declaration of Independent Director is attached as per Annexure "A".


United Leasing & Industries Ltd is having a manufacturing unit of embroidered fabrics in Gurugram and has significant holding of real estate land parcel in the district of Gurugram in Haryana India.

The Company is well positioned in terms of capacities, capabilities and established relationships to capitalize on market opportunities. While market conditions will be competitive, we see incremental opportunities in both domestic and overseas market.


The world has been fighting the Covid-19 pandemic for more than a year now, and the struggle has had deleterious economic effects. In 2020, the global economy contracted by 3.3%, the largest contraction on record, at least since World War-II. Much of it was concentrated in the first half of our financial year 2020-21, as several countries enforced strict lockdowns. Economies bounced back - albeit at differentiated speeds - in subsequent quarters, on the back of large fiscal stimulus packages, especially in the developed countries, restocking demand after dilution of lockdowns, and improved confidence levels following the start of vaccination programmes.

As per the recent forecasts from International Monetary Fund (IMF), the US and China are expected to record a strong recovery in 2021, resulting in a net positive expansion of their economies over the 2019 levels. These two engines of growth are expected to boost demand for exports from other countries. But Europe and Japan are projected to see only a partial recovery and will possibly fail to erase their last years contraction in the current year. In response to the pandemic, central banks resorted to strongly supportive monetary policies in most developed economies, causing interest rates to go down to record lows. At the same time, another consequence of this policy has been a surfeit of liquidity. That has led to a strong rally in prices of many industrial commodities, which has also been supported by the evolving economic recovery, stimulus-related demand expectations and certain supply-side disruptions. This has caused inflationary pressures on the cost dynamic of several manufacturing industries. The latest IMF forecast suggests a strong 6% growth in global GDP in 2021. But the occurrences of second and third waves of Covid-19 in different parts of the world and reports of virus mutations have created downside risks to the outlook of a strong growth rebound. Recovery remains uneven and uncertain, with the extent of fiscal support and level of vaccination being key differentiators of the short-term economic outlook across countries.


The Government is active to industry expectations to avail of un-interrupted benefits under the Foreign Trade Policy 2015-20 which has now been extended till March, 2021. As the spread of Corona Virus is picking up speed, Government is not only preparing the strategies to combat COVID-19 but also effectively plan for life after the virus. IMF has already suggested that one of the measures to fight against COVID-19 must include a plan for recovery that will reduce potential scarring effects of the pandemic through policy action. Government is exploring new financial lending institutions to support small-scale units.


Indian economy, which was firmly on the path of recovery in the second half of financial year 21, has been hit in recent months by a rather unexpectedly virulent second wave of Covid-19. It has caused a severe strain on healthcare facilities in many parts of the country, leading to localised lockdowns and a fall in mobility to levels seen a year ago. The double-digit GDP growth expectations for India in financial 22 have been pared back. As a silver lining, disruptions to production and supply chains have been far less severe during the second wave than during the first wave. Vaccination is expected to pick up pace in the coming months, which would support normalisation of mobility levels and of related economic activities. Continued accommodative monetary policy of the RBI and the expected increase in capex from the Government will be the other supporting factors, helping the economy to steer through this difficult phase.

Of course, sustaining such recovery will require the containment of any further evolution of the pandemic. Quite in contrast to the near-term challenges, the longer-term prospects for the Indian economy continue to be robust. Various initiatives, including privatization of public sector enterprises, monetisation of assets, implementation of National Infrastructure Pipeline, targeted investment incentives through the Production-Linked Incentives Scheme and the new Labour Code, are likely to spur a virtuous cycle of investments and growth in the medium-term.


On exports front, there are both positive and negative factors. Positive factors include the weak currency and decreasing cost competitiveness of China that are likely to give positive impetus to the Indian exports. At the same time, factors like slowdown and uncertainty in the global markets, volatile foreign exchange rates and increase in cotton and yarn prices are likely to negatively affect growth and profitability for the textile exports. Interest expenses are part of the finance costs, therefore any major upward fluctuations in the Interest rates leads to increase in the cost of debt of the Company. The interest rate risks are mitigated to an extent through fixed interest rates on the non-convertible debentures.

The biggest challenge facing the Indian textile industry is competition from the other low cost neighboring countries which attract more business from the international market because of lower production costs, ease in doing business and easier trade routes, according to an industry expert.

Other challenge faced by the Industry is that approx. one third of the production Capacity is lying idle due to sluggish Exports, poor domestic demand and growing imports from Bangladesh and Sri Lanka. Textile and Clothing segments are presently undergoing a deep crisis due to uncompetitive prices, declining exports, un-competitiveness of the products in international markets, taxes not getting refunded.

The novel corona virus disease is holding the world in a vice-like grip. It is uncertain and hard to predict whether the containment measures will be effective or not. If international borders continue to be closed for too long, the situation will become catastrophic for many countries in the world. The global economy is heading in execrably into recession. The volume of world trade can shrink by 13-32 per cent in 2020, as projected by the World Trade Organization. The deteriorating global economic conditions, including foreign and fiscal exchange constraints, have already effected supply chains, prevailing trading patterns need to be reviewed. Efforts should be taken to accelerate the trading engagements with local, regional distribution channels rather than only the global supply chain networks. Considering the scale of impact on business, the economy and trade, the Government has been announcing relief measures which are a mix of credit guarantees, liquidity infusions into Banks and other financial institutions rather the economy per se.A package of relief measures for SMEs has also been announced including changes in the definition. Apart from investment, the criteria of turnover has also included in the definition.


Your Company continues to derive sustainable benefit from the strong foundation and long tradition of Research & Development (R&D), which differentiates it from many others. New products, processes and benefits flow from work done by the team of in house designers. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. In order to successfully carve a niche of our own we need to develop a vital competitive edge in the design development to stay ahead of the competition.


HR function is at the core of the Company and plays a major role in nurturing, enhancing and retaining talent through job satisfaction, management development programme, etc. The Company has an induction process and Goals/Deliverables are in place for employees based on which appraisals are done.

The primary objective of ULIL ("the Company") is to bring about organizational effectiveness by helping employees achieve their personal goals in a manner that enhances the overall performance of the Company.

The fundamental driver of any Company is its people and Industry there has always been extended focus on the Management of Human Resources. It is widely recognized that the Companys employees are the most valuable asset to the organization and will play a pivotal role in helping the business overcome its present challenges. The belief is that with a well-motivated and energized work force, nothing is impossible.


Companys Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations by optimizing natural resource usage and providing a safe and healthy workplace. Systemic and structured efforts continue to be made towards natural resource conservation by continuously improving resource-use efficiencies.

As we continue to bring about energy efficiencies in our operations, we also strive to substitute our energy consumptions with increased component of renewable energy. The Plant of the Company is eco-friendly and do not generate any harmful effluents. Safety devices have been installed wherever necessary.


As per section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility 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 by the Ministry of Corporate Affairs, Every Company having the net worth of Rs.500 Crores or more turnover of Rs.1000 Crores or more or net profit of Rs.5 Crores or more during immediately preceding financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

In pursuance of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, the above rules are not applicable to the company during the year.


The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation. In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its Committees, and Individual Directors (including Independent Directors).

The Independent Directors separately carried out evaluation of Chairperson, Non Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The report on performance evaluation of the Individual Director was reviewed by the Chairperson of the Board and feedback was given to Directors.


All the related party transactions were entered on arms length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Act and the Listing Regulations. Omnibus approval was obtained for the transactions which were foreseen and repetitive in nature. A statement of all related party transactions was presented before the Audit Committee on a quarterly basis. During the year, the Company had not entered into any contract/ arrangement/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 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 with the Boards Report.


The Company has not made any investment and guarantees during the period and has not granted any loan during the period under review.


Your Company does not have any Subsidiary/ Joint Venture/ Associate Company. Therefore, disclosures for the same are not applicable.


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, 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.


Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the financial year 2020-21 and hence no complaint is outstanding as a 31.3.2021 for compliance.


Appointment of M/s Ravi Rajan & Co.LLP Chartered Accountants as Statutory Auditors for term of five financial years in place of the retiring Auditors M/s. Raj Anirudh & Associates, Chartered Accountants.

"RESOLVED THAT, pursuant to Section 139 and 142 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee of the Board, M/s. Ravi Rajan & Co.LLP Chartered Accountants, (Firm Registration No. 009073N/N500320), allotted by The Institute of Chartered Accountants of India (ICAI) be and are hereby appointed as the Auditors of the Company in place of the retiring Auditors M/s. Raj Anirudh & Associates, Chartered Accountants, having registration No. 020497N allotted by ICAI, who shall hold office from the conclusion of this 37th Annual General Meeting for term of consecutive five years till conclusion of the 42nd Annual General Meeting (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting) and that the Board be and is hereby authorized to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors, in addition to reimbursement of all out-of-pocket expenses as may be incurred in connection with the audit of the accounts of the Company."

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.


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 has 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, 2021 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.


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.


The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India ("SEBI"). The detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report of the Company. The Certificate confirming the compliance of conditions of Corporate Governance, as stipulated SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure "D".


The Companys business is exposed to both external and internal risks.Your Company has incorporated processes and systems to proactively monitor, manage and mitigate these risks along with appropriate review mechanisms. The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately.


The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Audit Committee reviews adequacy and effectiveness of Companys Internal Controls and monitors the implementations of audit recommendations.


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.


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 is running successfully its embroidery unit in Gurugram comprising two computerized, high quality embroidery machines, the company is going for up gradation of these machines on phase manner which is likely to bring higher efficiency in the coming years.


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 latest working techniques and technologies for optimum utilization of available resources and to improve operational efficiency.

During the year, there is no expenditure on Research and Development.


Total Foreign exchange earned : Rs. Nil
Total Foreign exchange used : Rs. Nil


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:

(i) In preparation of the annual accounts for the financial year ended March 31,2021, the applicable Accounting Standards read with the requirements set out under Schedule III to 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 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 March 31,2021 and the Profit/Loss of the company for that period;

(iii) The Directors have been 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 / detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts Company for the financial year ended March 31, 2021 on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by the company and that such financial controls are adequate and operating effectively.

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


The Board of Directors wish to place on record their appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, investors, government authorities, bankers and various stakeholders.

For and on the behalf of the Board United Leasing & Industries Limited Sd/- Anil Kumar Khanna
Date: 11th AUGUST, 2021 Place: Gurugram, Haryana Managing Director