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
|
|
|
| |
| • E.D. - Executive Director; I.D. - Independent Director; N.I.E.D. – Non Independent Executive Director.
|
* Mr. Anil Kumar Khanna resigned as Director of the Company w.e.f 8th February, 2019.
** Ms. Meena Khanna was appointed as Director w.e.f 8th February, 2019 and ceased to be Director w.e.f 22nd March, 2019.
1 (One) Board Meeting was held during her tenure
The number of Directorship, Committee membership/Chairmanship of all Directors is within the respective limits prescribed under Companies Act, 2013 and the Listing Regulation.
|
| Core Skills/Expertise/Competencies of the Board of Directors
The Company’s Board comprises qualified members who have required skills, competencies and expertise to discharge their
duties as Company’s directors and make effective contribution. The following skills/expertise/ competencies have been identified
by the Board in context of business of the Company and are currently available with the Board:
a) Industry/Operation experience
b) Strategy Development
c) Finance and Risk Management
d) Public Policy/Lega
|
| AUDIT COMMITTEE:
The Committee’s 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 2018-19 on 5th May, 2018, 3rd August, 2018, 13th November,
2018 and 8th Februrary, 2019 and the maximum time gap between any two meetings was less than 120 days. The attendance
of meeting is given hereunder:-
|
| Name |
Chairman / Member |
No. of Meeting(s) attended |
| Mr. Kapil Dutta |
Chairman |
03 |
| 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.
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 5th May, 2018, 3rd August, 2018, 13th November,2018 and 8th February ,2019. The attendance
of meeting is given hereunder:-
|
| |
| Name |
Chairman / Member |
No. of Meetings attended |
| Mr. Vipin Bali |
Chairman |
04 |
| Mr. Kapil Dutta |
Member |
03 |
| 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.
Brief description of terms of reference:
To approve issue of duplicate Share Certificate and to oversee and review all matters connected with transfer of Company’s
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 Stakeholder Relationship Committee met four times during the financial year 2018-19 on 4th May,2018, 31st August,2018,
28th November,2018 and 11th February , 2019. 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. Kapil Dutta |
Member |
03 |
| Meetings Of Independent Directors :
|
The Company’s 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 Company’s 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 times in separate meeting during the financial year 2018-19 on 05th May, 2018.
The declaration of Independent Director is attached as per Annexure “A”.
|
| |
| Corporate Social Responsibility |
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.
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. |
| General Body Meeting |
| a) Location and time, where last three AGMs held. |
| Date & Year |
Time |
Location |
| September 25,2018 |
01:00 P.M. |
14 Kms., Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana. |
| September 23,2017 |
01:00 P.M |
14 Kms., Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana. |
| September 30, 2016 |
01:00 P.M. |
14 Kms., Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana. |
|
| |
b) Special Resolution passed at previous AGM
Two Special Resolution passed in the previous Annual General Meeting held on 25th September, 2018 |
c) Special Resolutions passed through Postal Ballot
No Special resolution was passed last year through postal ballot
|
d) Proposal for Postal Ballot
The Company is not proposing to pass any Special resolution through postal ballot in the ensuing Annual General Meeting.
|
Means Of Communication
The Company has been sending physical copies of the Annual Reports, notices and other communications through the
prescribed modes of postage. However, in case where email id of a member is registered, such communications are sent to the
registered email id of the members.
|
| 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 |
Friday, 27th September, 2019 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 |
21st September 2019 to 26th September 2019 (Both days inclusive) Dividend payment date Not applicable due to |
| 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 |
As per SEBI mandate, effective April 1, 2019, no share can be transferred in physical mode. Hence, the Company has stopped accepting any fresh lodgement of transfer of shares in physical form. The Company had sent communication to the shareholders encouraging them to dematerialise their holding in the Company. Shareholders holding shares in physical form are advised to avail facility of dematerialisation. |
| Dematerialization of Shares & Liquidity |
NSDL : 442841 Shares |
CDSL : 63339 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 |
United Leasing and Industries Ltd.
Plot No 66, Sector 34, EHTP
Gurugram Haryana -122001
Email ID: investorsrelations@ulilltd.com |
| Corporate Office & Correspondence Address |
D-41, South Extension, Part-II,
New Delhi-110049.
Tel : 011- 26258237 011-49075251 |
| Website Investor e- mail Register/Share Transfer Agent Email |
www.ulilltd.com
investorrelations@ulilltd.com>br>delhi@linktime.co.in |
|
| |
| United Leasing & Industries Limited |
|
Distribution of Shareholding as on 31st March,2019 ALL (DEMAT+ PHYSICAL)
|
| Sr. No. |
Shareholding of Nominal shares |
No. of Share Holders |
% age of share holders |
Total No. Of shares |
% age of total |
| 1 |
1 |
To |
500 |
14968 |
98.0030 |
1336780 |
44.5593 |
| 2 |
501 |
To |
1000 |
204 |
1.3357 |
147100 |
4.9033 |
| 3 |
1001 |
To |
2000 |
53 |
0.3470 |
71060 |
2.3687 |
| 4 |
2001 |
To |
3000 |
25 |
0.1637 |
59255 |
1.9752 |
| 5 |
3001 |
To |
4000 |
4 |
0.0262 |
14210 |
0.4737 |
| 6 |
4001 |
To |
5000 |
3 |
0.0196 |
13290 |
0.4430 |
| 7 |
5001 |
To |
10000 |
6 |
0.0393 |
41040 |
1.3680 |
| 8 |
10001 |
To |
10001 and above |
10 |
0.0655 |
1317265 |
43.9088 |
| Total |
15273 |
100.0000 |
3000000 |
100.0000 |
|
| |
| Shareholding Pattern as on March 31, 2019 |
| |
Category |
No. of shares held |
% age of shareholding |
| 1 |
Indian Promoters |
13,08,130 |
43.60 |
| 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 |
61,710 |
2.06 |
| 6 |
Individuals holding nominal share capital up to Rs. 2 Lakhs. |
16,29,960 |
54.33 |
| |
Total |
30,00,00 |
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. 2018-19.
- 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: Received and Complied with.
|
| 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:
|
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.
|
| 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 continuous 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 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/-
Aditya Khanna
Managing Director
DIN:- 01860038
Place:- Gurugram,Haryana
Date:-12th August, 2019
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