UNITED LEASING & INDUSTRIES LIMITED
CORPORATE GOVERNANCE REPORT

Company's Philosophy on Code of Governance:

Your Company consistently followed the principles of good corporate governance and strives to enhance the stakeholders' relationship, e-governance initiatives, while upholding the core values of integrity, transparency, fairness, responsibility and accountability.

Your Company, in line with the above has taken various initiatives to further strengthen are the corporate governance practices and adopted various codes/policies pursuant to the Companies Act, 2013 ('the Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ('Listing Regulations') in view of its application to Stock Exchange to get its Equity Share listed.

Code of Conduct :

The Company has laid down a Code of Conduct ('Code') for the Board Members and Senior Management Personnel of the Company. The Company has also adopted code of conduct for Independent Directors as prescribed under Schedule IV of the Act.

The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company.
All the Board Members and Senior Management Personnel have affirmed compliance with this Code. This Code has also been posted on the Company's website www.ulilltd.com.

Board of Directors

The Strength of Board of Directors as on March 31, 2016 was 6 Directors. The Board comprises of One Executive Director. The rest are Non-Executive Directors. The Board meets the requirement of not less than half of the Board being Independent Directors, the Chairperson being a promoter Director.

Five Board meeting were held during the financial year 2015-16, details of which are as under

Date of Meetings Board Strength No. of Directors present
April 13, 2015 4 3
May 26, 2015 5 4
August 13, 2015 5 5
November 10, 2015 5 5
February 12, 2016 6 5

The maximum time gap between any two meetings was not more than four months.

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 directorship, committee memberships and chairmanships held by them are given below:
Name of Director DIN Number Details Attendance *Particulars No. of other Directorships and Committee Memberships/Chairmanship held in Public Limited Companies
    Category Board Meeting AGM Directorship Committeee Membership Committee Chairmanship
Mr. Anil Kumar Khanna 00207839 Promoter 5 Yes 14 3 2
Mr. V.K. Batra 00601619 I.N.E.D. 5 Yes Nil Nil Nil
Mr.KapilDutta 00964585 I.N.E.D. 3 No Nil Nil Nil
Mr. Vipin Bali 01890854 I.N.E.D. 4 Yes Nil Nil Nil
Mrs.VimalKumari 07225462 I.N.E.D. 4 Yes Nil Nil Nil
Mr.BishwadeepAkhouri 00207912 A.D. 1 No Nil Nil Nil
 
Mr.Bishwadep Akhouri was appointed on 12 February, 2016 as an additional director.
E.D. Executive Director, I.N.E.D. Independent Non Executive Director and A.D.- Additional Director.

Audit committee:
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 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 clarifications thereon.

The Audit Committee met four times during the year, i.e on 26 May, 2015, 13 August, 2015, 10 November, 2015 and 12 February, 2016.

The Composition of the Audit Committee March 31, 2016 and attendance at its meetings is given hereunder:

Name Chairman / Member No. of Meeting(s) attended
Mr. Kapil Dutta Chairman 3
Mr. Anil Kumar Khanna Member 4
Mr. Vipin Bali Member 3
Mrs. Vimal Kumari Member 4
 
Nomination And Remuneration Committee
Composition of the Committee and category of Directors as decided by the Board of Directors:

Nomination & Remuneration Committee met four times during the financial year 2015-16 on 25 May, 2015, 12 August, 2015, 9 th November, 2015, and 8 February, 2016.

The Composition of the Nomination and Remuneration Committee as on March 31, 2016 and attendance at its meeting is given hereunder:
 
Name Chairman / Member No. of Meeting(s) attended
Mr. Vipin Bali Chairman 3
Mr. Kapil Dutta Member 3
Mr. V.K. Batra Member 4
 
Stakeholder Relationship Committee
Composition of the Committee and category of Directors as decided by the Board of Directors:

Nomination & Remuneration Committee met four times during the financial year 2015-16 on 25 May, 2015, 12 August, 2015, 9 th November, 2015, and 8 February, 2016.

The Composition of the Nomination and Remuneration Committee as on March 31, 2016 and attendance at its meeting is given hereunder:
 
Name Chairman / Member No. of Meeting(s) attended
Mr. V.K. Batra Chairman 4
Mr. Vipin Bali Member 3
Mr. KapilDutta Member 3
 
Corporate Social Responsibility
With the enactment 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 any 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.
 
Independent Director's Meeting
 
During the year under review, the Independent Directors met on March 31, 2016, inter alia, to discuss:

Evaluation of the performance of Non Independent Directors and Board of Directors as a whole.

Evaluation of performance of the Chairperson of the Company, taking into accounts the view of Executive Directors and Non Executive Directors.

Evaluation of quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
 
General Body Meeting
a) Location and time, where last three AGMs held.
Date & Year Time Location
September 30, 2015 1:00 P.M. 14km, Gurgaon Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurgaon, Haryana.
September 27, 2014 04:00 P.M. 14km, Gurgaon Pataudi Road, VillageJhundSaraiVeeran, Distt. Gurgaon, Haryana.
September 30, 2013 04:00 P.M. 14km, Gurgaon Pataudi Road, VillageJhundSaraiVeeran, Distt. Gurgaon, Haryana.
 
b) No Special Resolution passed in the previous three Annual General Meetings.
c) No special resolution was passed last year through Postal Ballot. The Company is not proposing passing of any special resolution through postal ballot in the ensuring Annual General Meeting.
Means Of Communication
i) Quarterly Results Published in English and Hindi newspaper every quarter
ii) Newspapers wherein results normally published a) The Pioneer - English
b) Veer Arjun - Hindi
iii) Any Website, where displayed www.rlfltd.com
iv) Whether it also displays official news release Yes
v) The presentation made to intuitional investors or to the analysts The presentations are made available on the website of the Company.
 
General Shareholder Information
 
Annual General Meeting
Date 30th September, 2016
Time 1.00 p.m.
Venue 14Kms, Gurgaon Pataudi Road, Village JhundSaraiVeeran, Distt. Gurgaon, Haryana.
Financial Year 1st st April to 31 March
Date of Book Closure 24th September 2016 to 29th September 2016 (Both days inclusive)
Dividend payment date Not applicable due to non declaration of dividend
Listing on Stock Exchanges BSE Limited, 25th Floo r, P.J. Towers, Dalal Street, Mumbai-400 001 Stock Code: 512618. The Company is regular in payment of Listing Fee to BSE Limited.
Registrar and Transfer Agents Link Intime India Pvt. Ltd., 44, Community Centre, Phas-e 1, Near PVR, Naraina Industrial Area, New Delhi-110028. Tel. 41410592/93/94, Fax No. 41410591.
ISIN No. INE357P01014.
 
Share Transfer System Share Transfer request can be lodged with the Registrar and Transfer Agents at the above mentioned address. Share Transfer request is registered within an average period of 15 days. A Share Transfer Committee comprising of members of the Board generally meets once in a fortnight to consider the transfer of shares.
Dematerialization of shares & Liquidity 12365 equity shares, which are 0.41 % of the paid up capital as on March 31, 2016, have been dematerialized
Outstanding GDR/ ADR/ Warrants or any Convertible instruments, conversion date and likely impact on equity The Company has not issued any GDR/ ADR/ Warrants or any convertible instruments that are pending for conversion.
Plant Locations and the Registered office of the Company Plant Location: 14Kms, Gurgaon Pataudi Road, Village JhundSaraiVeeran, Distt. Gurgaon, Haryana.

Registered Office: Plot No. 66, Sector -34, EHTP, Distt. Gurgaon, Haryana.
Address for Correspondence United Leasing & Industries Ltd.
D-41, South Extension, Part-II,
New Delhi-110049.
Tel : 011-26258237
Website
Investor email
Registrar / Share Transfer Agent email
www.ulilltd.com
investorrelations@ulilltd.com
delhi@linkintime.co.in
 
United Leasing & Industries Limited
Distribution Of Shareholding As On March 31, 2016 All (Demat + Physical)
Sr. No. Shareholding of Nominal shares No. of Share Holders % of Share Holders Total No. Of shares Held % Holding
1 1 To 5000 15043 98.04 13475000 44.92
2 5001 To 10000 200 1.30 1441800 4.81
3 10001 To 20000 53 0.34 719500 2.40
4 20001 To 30000 22 0.15 522300 1.74
5 30001 To 40000 5 0.03 173100 0.58
6 40001 To 40000 3 0.02 128300 0.42
7 50001 To 100000 6 0.04 411200 1.37
7 100001 To 100001 & above 12 0.08 13128800 43.76
Total 15344 100.00 30000000 12
 
Shareholding Pattern as on March 31, 2016
  Category No. of shares held % age of shareholding
A Promoter's, Relatives and Associates 13,07,650 43.59
B Banks, Financial Institutions, Insurance Companies (Central/State Govt. Institutions/Non-government Institutions) 7,600 0.25
C Institutional Investors/ NRI/ OCB Nil Nil
D Mutual Funds and UTI Nil Nil
E Bodies Corporate 69,520 2.32
F Individuals holding nominal share capital uptoRs. 1 lakh 16,15,230 53.84
  Grand Total 30,00,000 100.00
 
Disclosures
  • None of the transactions with any of the related parties were in conflict with the interests of Company at large during the F.Y. 2015-16.
  • The Company has furnished compliances on related party transactions and also on dealing with Material Related Party Transactions.
  • Details of non-compliance by the company, penalties, and strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years : None.
  • Secretarial Audit

    Pursuant to Section 204 of the Companies Act, 2013 the Company has appointed M/s. Choudhary Pankaj & Associates, Company Secretaries in Practice to conduct an independent Secretarial Audit of the Company for the Financial Year 2015-16. The detailed Secretarial Audit Report forms part of the Board of Directors' Report.
  • Risk Management and Risk Management Committee

    The Board has approved the Risk Management Policy in the meeting held on May 14, 2014. The Company has laid down the process of Risk Management and Assessment procedure which is periodically reviewed by the Board Members. The Company has formed internal management committee chaired by the Chief Financial Officer of the Company to review and identify the risks and work with the Risk Management Committee towards mitigation of the risks.
 
The objective of the Policy is given below:
  • Inculcating a risk culture into the mindsets of the organization;
  • Enhance awareness of managing risks across the organization;
  • To have a continues process of identifying pertinent risk in the changing environment;
  • To have mitigation measure closely monitored and implemented.
 
CEO / CFO Certification
Mr.Bishwadeep Akhouri, Chief Financial Officer (CFO) have issued certificate pursuant to the provision of Clause 49 of the Listing Agreement and SEBI (LODR) Regulations, 2015, certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report

Detail of Director seeking appointment/re-appointment at the ensuing Annual General Meeting as required under Regulation 36 of SEBI (LODR) Regulations, 2015 are given under Notice to the Annual General Meeting.

For and on behalf of the Board

Sd/- Anil Kumar Khanna, Chairman
DIN: 00207839
Place : Gurgaon, Haryana
Date : August 5, 2016