| The Directors are pleased to present the Forty-fourth Annual Report
and the Company's audited accounts for the financial year ended 31st
March, 2015.
FINANCIAL HIGHLIGHTS
Financial Highlights of the Company for the financial year 2014-2015 as
compared to the previous financial year are given hereunder :
(in Lacs)
2014-2015 2013-2014
Total Revenue 197.22 196.15
Profit before Exceptional and Extraordinary
Items and Tax (PBEEIT) 81.83 84.15
Exceptional Items Nil Nil
Profit before Extraordinary Items and Tax
(PBEIT) 81.83 84.15
Extraordinary Items Nil Nil
Profit before Tax (PBT) 81.83 84.15
Tax expense :
- Current Tax 20.00 27.84
- Deferred Tax 9.67 (1.24)
Profit / (Loss) for the year (PAT) 52.16 57.55
STATE OF THE COMPANY'S AFFAIRS
The Company is primarily engaged in non-banking financial activities.
There is no change in the nature of business carried on by the Company.
During the year under review, the Company has achieved a total revenue
of Rs.197.22 Lacs as compared to Rs. 196.15 Lacs in the previous year.
FUTURE OUTLOOK
Although during the year under review, the Reserve Bank of India has
prescribed a lighter regulatory framework for NBFCs other than those
with large asset size and deposit accepting, the management feels that
it would be prudent to explore opportunities in other areas like,
syndication, corporate banking, real estate and hotel industries
instead of concentrating only on fund-based activities.
The management is hopeful that diversification in other areas of
business would help the Company to increase its income considerably in
the long run.
RESERVES & SURPLUS
The Balance in Reserves & Surplus stands at Rs.1,546.31 Lacs (Previous
year Rs.1,494.81 Lacs). During the year under review, Rs.10.43 Lacs has
been transferred to Reserve Fund as per RBI Norms.
DIVIDEND
In view of inadequacy of profits, the Board of Directors of the Company
did not recommend any amount which should be paid by way of dividend.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided, are furnished in Notes No. 9 and 11 to the
Financial Statement.
The Company being an NBFC registered under Chapter III B of the Reserve
Bank of India Act, 1934, nothing contained in Section 186 of the
Companies Act, 2013 except sub-section (1) shall apply.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
During the year under review, there was no contract or arrangement or
transaction entered into by the Company with Related Parties which
needs to be disclosed pursuant to Section 134(3)(h) of the Companies
Act, 2013. All related party transactions were in the ordinary course
of business and on an arm's length basis. There was no contract or
arrangement made by the Company during the year under review, which may
be considered material pursuant to the policy of the Company on
materiality of related party transactions. There is an existing
material related party contract with Dabriwala Banijya Udyog Limited
made by the Company in pursuance of a Deed of Sub-lease dated 22nd
November, 2012 for the purpose of aquisition of 9481 sq. ft. (super
built up) space in 17/1F, Alipore Road, Kolkata-700 027. The space has
been acquired to generate additional revenue in the form of rent.
Particulars of contract or arrangement with related parties, as
mentioned hereinabove, are furnished in Form No.AOC-2 marked Annexure
'I' pursuant to Clause (h) of Sub-section (3) of Section 134 of the
Companies Act. 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014.
The Company has voluntarily formulated the policy in dealing with
related party transactions, although compliance with the provisions of
Clause 49 of the Listing Agreement is not applicable to the Company at
present. The policy can be accessed in the weblink
http://www.unitedcreditltd.com/admin/upload/ POLICY%20ON%20RELATED%
20PARTY%20 TRANSACTINS.pdf
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER
REVIEW AND THE DATE OF THE REPORT
There is no material changes occurred between the end of the financial
year under review and the date of the report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors comprises of six Directors out of which Mr. A.
K. Dabriwala is functioning in executive capacity.
Pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the
Listing Agreement with the Stock Exchanges, Mr. N. Mishra, Mr. R. M.
Choubey and Mr. S. C. Saha are acting as Independent Directors.
Independent Directors had given declaration confirming that they comply
with the requirement of Section 149(6) of the Companies Act, 2013.
Familiarisation programme for Independent Directors was held on 10th
February, 2015. The details of familiarisation programme could be
accessed in the weblink http://www.unitedcreditltd.com/admin/upload/
FAMILIARISATION%20 PROGRAMME%20FOR%20 INDEPENDENT%20DIRECTORS.pdf
Mrs. Rashmi Vijaykaran Dabriwal was appointed as Director of the
Company in the Annual General Meeting held on 26th September, 2014
liable to retire by rotation for which necessary filing has been made
with the Registrar of Companies.
Mr. Devashish Dabriwal retires by rotation in the forthcoming Annual
General Meeting and being eligible, offers himself for re-appointment.
Mr. A. K. Dabriwala's tenure of office as Managing Director would
expire on 31st October, 2015. The Board considered the matter and
recommended his re-appointment for a further period of three years with
effect from 1st November, 2015.
Mr. Samarjit Jain was appointed as Chief Financial Officer by the Board
of Directors in its meeting held on 12th April, 2014.
During the financial year ended 31st March, 2015, none of the Directors
and Key Managerial Personnel has resigned.
BOARD MEETINGS
During the year under review there were six meetings of the Board of
Directors held on 12.04.2014, 23.05.2014, 14.08.2014, 26.09.2014,
10.11.2014 and 10.02.2015
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF
THE COMPANIES ACT, 2013
The Directors hereby confirm that -
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
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 at the end of the financial year and of the profit and loss
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;
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 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.
EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the applicable provisions of the Companies Act, 2013 and
the Listing Agreement with the Stock Exchanges, the Board of Directors
evaluated the performance of the Independent Directors and the entire
Board taking into consideration the progress made by the Company.
The Board also evaluated the performance of the members of the various
Committees formed by the Company and every Director individually. In
the opinion of the Board, its performance and performance of the
Committees and Directors individually are satisfactory. In evaluating
the performance of the Directors, the Board followed the criteria
formulated by the Nomination and Remuneration Committee. The concerned
Directors were not present during their individual evaluation.
The Independent Directors in its meeting held on 10th November, 2014,
evaluated the performance of the non-independent directors and the
Board as a whole. They also reviewed the performance of the Chairperson
of the Company taking into account the views of non-executive
directors.
RISK MANAGEMENT POLICY
The Company has in place a comprehensive risk management policy, which
is reviewed every six months 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.
CORPORATE GOVERNANCE
Pursuant to Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th
September, 2014 issued by the Securities and Exchange Board of India,
compliance with the provisions of Clause 49 of the Listing Agreement
with the Stock Exchanges is not mandatory for the time being. The
Company has voluntarily implemented the Code of Corporate Governance
and a separate section has been included in this report. The report on
Corporate Governance and the declaration by the Chairman & Managing
Director in respect of affirmation of compliance with the Code of
Conduct received from all Board Members and senior management personnel
and the certificate issued by M/s. Ray & Ray, Statutory Auditors of the
Company, in confirmation of the compliance as per requirement of Clause
49 of the Listing Agreement with the Stock Exchanges form part of this
Annual Report.
COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee consists of three Independent Directors, namely Mr.
S. C. Saha, Mr. N. Mishra and Mr. R. M. Choubey. Mr. S. C. Saha is
acting as the Chairman of the Committee. All the recommendations made
by the Audit Committee were accepted by the Board.
PROHIBITION OF INSIDER TRADING
The Company has formulated and published on its official website, a
Code 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.
WHISTLE BLOWER POLICY
The Company has established for directors and employees of the Company,
a vigil mechanism, to enable them to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The policy of vigil
mechanism / whistle blower may be accessed on the Company's website at
the link http://www.unitedcreditltd.com/admin/upload/
IGIL%20MECHANISM.pdf
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013, in respect of
Corporate Social Responsibility is not applicable to the Company as the
net worth, turnover and profit during the financial year under review
is less than the stipulated amount. Accordingly, no policy has been
framed by the Company on Corporate Social Responsibility.
TRANSFER OF AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A of the Companies Act, 1956
(corresponding Section 124 of the Companies Act, 2013), the declared
dividends which remain 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 205C of the said Act (corresponding Section 125 of the
Companies Act, 2013).
STATUTORY AUDITOR
M/s. Ray & Ray, Chartered Accountants, were appointed as Statutory
Auditors of the Company to hold office from the conclusion of the
Forty-third Annual General Meeting till the conclusion of the
Forty-sixth Annual General Meeting of the Company. In terms of the
first proviso to Section 139(1) of the Companies Act, 2013 the matter
relating to appointment of M/s. Ray & Ray, Statutory Auditors of the
Company, has been placed for ratification by members.
The report made by the Statutory Auditors is free of any qualification,
reservation or adverse remarks or disclaimer.
SECRETARIAL AUDITOR
In accordance with the requirement of Section 204 of the Companies Act,
2013, Mrs. Indrani Chaudhuri, Practising Company Secretary, had been
appointed as Secretarial Auditor for the financial year ended 31st
March, 2015.
A report made by her, 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'.
Regarding observation made by her in respect of letter received from
the Reserve Bank of India (RBI) directing the Company to submit a
realistic road map and timeline within which the Company could make
good the shortfall in percentage of financial assets to total assets,
it is stated that the company had taken necessary steps as required by
RBI.
CONSERVATION OF ENERGY & 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,
expenditure in foreign currency amounted to Rs. 2,52,483/- during the
year under review.
DEPOSITS
The Company has no public deposit as on 31st March, 2015.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS
There is no significant and material order passed by any Regulator or
Court or Tribunal impacting the going concern status and Company's
operations in future.
LISTING WITH THE STOCK EXCHANGES
The Company's Equity Shares are listed with The Calcutta Stock Exchange
Limited and BSE Limited.
INTERNAL FINANCIAL CONTROLS
The term "internal financial controls" as defined in the explanation to
Section 134(5)(e) of the Companies Act, 2013 means the policies and
procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to Company's
policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.
The management has devised an appropriate internal financial control
system to ensure orderly and efficient conduct of its business.
In line with the requirement of Rule 8(5) (viii) of the Companies
(Accounts) Rules, 2014, the Company has adopted several measures to
ensure adequacy of internal financial controls with reference to the
financial statement. Such measures, inter alia, include quarterly
review of financial statement by the Audit Committee, Board of
Directors and the Statutory Auditors. The Internal Auditors place their
report every quarter on accuracy of financial information and effective
operation of systems, procedures and controls apart from statutory
compliances made by the Company, before the Audit Committee and the
Board.
EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return in Form No. MGT-9 is attached pursuant to
Section 134(3)(a) of the Companies Act, 2013 marked Annexure 'III'.
POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC.
Pursuant to Section 178(3) of the Companies Act, 2013 read with Clause
49 (IV) of the Listing Agreement, Nomination and Remuneration Committee
formulated the criteria for determining qualification, positive
attributes and independence of a director. The Committee has also
recommended to the Board a policy relating to the remuneration for
directors, key managerial personnel and other employees.
The Board of Directors in its meeting held on 23rd May, 2014, had
approved the policy recommended by the Nomination and Remuneration
Committee. The Policy is enclosed as Annexure 'IV' and forms part of
this report.
The policy has been disclosed in the website of the Company and may be
accessed at the link http://www.unitedcreditltd.com/admin/
upload/Remuneration%20Policy.pdf
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 Nomination and Remuneration Committee has laid down the following
criteria for performance evaluation of the Independent Directors:
a) Contribution made by the Directors for successful operation of the
Company; and
b) Benefits derived by the Company by the suggestions and advice given
by the directors.
PARTICULARS OF EMPLOYEES
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 Managerial Personnel) Rules, 2014 is provided in
Annexure 'V'.
The Company has no employee in respect of whom information under Rule
5(2) of the said Rules, is required to be annexed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy as per
requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company has also set up an Internal Complaints Committee.
During the year under review, no complaint has been received.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated in Clause 49 of
the Listing Agreement with the Stock Exchanges has been appended to
this report
SUBSIDIARY AND ASSOCIATE COMPANIES
The Company has no subsidiary as on the date of this report.
The Company holds 7,50,100 Equity Shares of Rs.10/- each which is 42.86 %
of the total share capital of United Nanotech Products Limited.
Accordingly, as per Section 2(6) of the Companies Act, 2013, United
Nanotech Products Limited is an Associate Company in relation to the
Company.
A separate statement containing the salient features of the financial
statement of the Associate Company in Form No. AOC-1, is attached along
with the financial statement of the Company.
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
http://www.unitedcreditltd.com/admin/ upload/Policy%20on%20
Material%20Subsidiaries.pdf
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
Kolkata - 700 016 A. K. Dabriwala
26th May, 2015 Chairman & Managing Director |