UNITED LEASING & INDUSTRIES LIMITED
CORPORATE GOVERNANCE REPORT

Corporate Governance

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (effective from 01 December,2015) replacing the earlier provisions as stipulated in clause 49 of the Listing Agreement, the Company submits the Report on Corporate Governance following by the Company.

Company's Philosophy on code of Governance:

The Company's philosophy of Corporate Governance aims at establishing and practicing a system of good Corporate Governance which will assist the management in managing the Company's business in an efficient and transparent manner in all facets of its operations and in its interaction with stakeholders namely:-

Shareholders : as providers of risk capital, to provide them a reasonable return and enhance shareholder value;
Environment : to adhere to the environment standards to make the product and process, environment friendly;
Employees : to promote development and well being;
Society : to maintain Company's economic viability as producer of goods and services tax.

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, 2018 was 7 Directors. The Board comprises of three non independent executive directors and four independent directors. The Board meets the requirement of not less than half of the Board being Independent Directors, the Chairperson being a promoter Director.

Composition of the Board and category of Directors is as follows:-
Director Mr. Anil Kumar Khanna
Managing Director Mr. Aditya Khanna
Director Mr. Virendra Kumar Batra
Director Mr. Kapil Dutta
Director Mr. Ashish Khanna
Director Mr. Vipin Bali
Director Mrs.Vimal Kumari

Board meeting were held during the financial year 2017-18 details of which are as under:

Date of Meetings Board Strength No. of Directors present
29th May,2017 07 06
10th August,2017 07 06
09th November,2017 07 05
12th February, 2018 07 05

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 directorship, committee memberships and chairmanships held by them are given below:
Name of Director DIN Details Attendance 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 E.D. 02 Yes 15 01 Nil
Mr.Kapil Dutta 00964585 I.D. 01 No 03 03 01
Mr. V.K. Batra 00601619 I.D. 04 Yes 05 02 01
Mr. Vipin Bali 01890854 I.D. 04 Yes Nil 03 01
Mrs.Vimal Kumari 07225462 I.D. 04 Yes Nil 01 Nil
Mr.Ashish Khanna* 01251582 N.I.E.D 03 Yes 10 Nil Nil
Mr.Aditya Khanna* 01860038 N.I.E.D 03 Yes 08 Nil Nil
 
E.D. - Executive Director; I.D. - Independent Director; N.I.E.D. Non Independent Executive 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 exchange. 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 2017-18 on 29th May,2017, 10th August,2017, 09th November,2017 and 12th February,2018. The attendance of meeting is given hereunder:-

Name Chairman / Member No. of Meeting(s) attended
Mr. Kapil Dutta Chairman 01
Mr. Anil Kumar Khanna Member 03
Mr. Vipin Bali Member 04
Mrs. Vimal Kumari Member 04
 
Nomination And 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.


The Committee met four times 29th May, 2017, 10th August,2017, 09th November,2017 and 12th February,2018. The attendance of meeting is given hereunder:-
 
Name Chairman / Member No. of Meetings attended
Mr. Kapil Dutta Chairman 01
Mr.Vipin Bali Member 04
Mr. V.K. Batra Member 04
 
Stakeholder 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.

The Stakeholder Relationship Committee met four times during the financial year 2017-18 on 29 May,2017, 10 August,2017, th th 09 November,2017 and 12 February,2018. The attendance at its meeting is given hereunder:
 
Name Chairman / Member No. of Meeting(s) attended
Mr. V.K. Batra Chairman 04
Mr. Vipin Bali Member 04
Mr. KapilDutta Member 01
Key Managerial Personnel:
During the year under review, Mr. Aditya Khanna has been appointed as the Managing Director of the Company w.e.f 23 September, 2017.
 
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.
General Body Meeting
a) Location and time, where last three AGMs held.
Date & Year Time Location
September 23,2017 01:00 P.M. 14 Kms., Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.
Septem ber 30,2016 01:00 P.M. 14 Kms., Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.
September 30,2015 01:00 P.M. 14 Kms., Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.
 
b) Three Special Resolutions were passed in the previous Annual General Meeting held on 23rd September, 2017.
c) No Special resolution was passed last year through postal ballot. The Company is not proposing to pass any Special resolution through postal ballot in the ensuing Annual General Meeting.
Means Of Communication
i) Quarterly Results Published in English and Hindi newspaper every quarter
ii) Newspaper wherein results normally published The Pioneer-English
Veer Arjun-Hindi
iii) Any website, where displayed www.ulilltd.com
iv) Whether it also displays official news release Yes
v) The presentation made to institutional investors or to the analyst The presentations are made available on the website of the Company.
 
General Shareholder Information
Annual General Meeting Date time and Venue Tuesday, 25th September, 2018
01.00 P.M.
14 Kms Gurugram Pataudi Road, Village Jhund Sarai, Veeran, Distt. Gurugram Haryana.
Financial Year 1st April to 31st March
Date of Book Closure 19th September 2018 to 24th September 2018 (Both days inclusive)
Cut off Date / Record Date 18th September, 2018
Dividend payment date Not applicable due to non declaration of dividend.
Listing on Stock Exchanges BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai-400 001
Stock Script Code: 507808.
The Company is regular in payment of Listing Fee to BSE Limited.
ISIN No. INE 357P01014.
Registrar and Transfer Agents Link Intime India Pvt. Ltd,
44, Community Centre, Phase-1, Near PVR, Naraina Industrial Area, New Delhi -110028.
Tel. 41410592/93/94, Fax No. 41410591.
Email: delhi@linkintime.co.in
 
Share Transfer System Share Transfer request can be lodged with the Registrar and Transfer Agents at the above mentioned address. Share Transfer requests received in physical form 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 CDSL-47795 Equity Shares
NSDL-329035 Equity Shares
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
Registered Office Plot No 66,Sector 34,EHTP ,Gurugram -122001 Haryana
Corporate Office & Correspondence Address D-41, South Extension, Part-II,
New Delhi-110049.
Tel : 011-26258237011- 49075251
Website
Investor email
Registrar / Share Transfer Agent email
www.ulilltd.com
investorrelations@ulilltd.com
delhi@linktime.co.in
 
United Leasing & Industries Limited
Distribution Of Shareholding As On March 31, 2017 All (Demat + Physical)
Sr. No. Shareholding of Nominal shares No. of Share Holders % age of share holders Total No. Of shares Held % age of total
1 1 To 500 15015 98.0292 1343430 44.7810
2 501 To 1000 203 1.3252 146110 4.8703
3 1001 To 2000 52 0.3395 70870 2.3623
4 2001 To 3000 23 0.1502 54735 1.8245
5 3001 To 4000 4 0.0261 14210 0.4737
6 4001 To 5000 4 0.0261 17580 0.5860
7 5001 To 10000 6 0.0392 40670 1.3557
8 10001 To 10001 and above 11 0.0718 1312395 43.7465
Total 15318 100.0000 3000000 100.0000
 
Shareholding Pattern as on March 31, 2018
  Category No. of shares held % age of shareholding
1 Indian Promoters 13,07,650 43.59
2 Banks, Financial Institutions, Insurance Companies (Central/State Govt.) 200 0.01
3 FIIs / NRIs/OCBs Nil Nil
4 Mutual Funds and UTI Nil Nil
5 Bodies Corporate& HUF 69,770 2.32
6 Individuals holding nominal share capital up to Rs. 2 Lakhs. 16,22,380 54.08
  Total 30,00,000 100.00
 
Disclosures
  • .None of the transactions with any of the related parties were in conflict with the interest of Company at large during the F.Y. 2017-18.
  • The Company has furnished compliances on related party transaction and also on dealing with material related party transaction.
  • Details of non-compliance by the company, penalties and strictness 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 reappointed M/s. Shashi Shekhar Associates, Company Secretaries in practices to conduct and independent Secretarial Audit of the Company for the Financial year 2018-19. The detailed Secretarial Audit Report forms part of the Board of Director's Report.

Risk Management and Risk Management Committee:

The Board has approved the Risk Management policy in the meeting held on 05 May, 2018. 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 risk 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 mind sets of the organization. Enhance awareness of managing risks across the organization. To have a continous process of identifying pertinent risk in the changing environment. To have mitigation measure closely monitored and implemented

CEO / CFO Certification
Mr. Ashish Khanna, 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 certificates is annexed and form part of the Annual report.
Details 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 the behalf of the Board United Leasing & Industries Limited.

Sd/- Anil Kumar Khanna,
Chairman
DIN:-00207839
Place:- Gurugram,Haryana
Date:-05 May,2018