DIRECTORS' REPORT To The Members , Your Directors have great pleasure in presenting the 31st Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on3!st March,20l5 PERFORMANCE REVIEW During the year, the turnover increased from Rs.41.46 Lacs previous year to Rs. 42.58 Lacs current year and the Profit before Finance Cost, Depreciation and Amortisation Expenses is down from Rs.3!.45 Lacs to 30.28 Lacs. The Company incurred loss during the year of Rs.75.55 Lacs due to provision for tax is Rs.58.64 Lacs. DIVIDEND With a view to strengthen the financial position of the Company in future, yours Director's have decided not to declared any dividend for the period under review. FIXED DEPOSITS Total members deposits as on 3!st March 20!5 were Rs.60.96 Lacs. No fresh of deposits were accepted during the financial year 20!4-!5. There were no unclaimed deposits as at March 3!, 20!5. DEMATERILISATION OF SHARES The shares in the Company are under compulsory dematerialized trading.The Company's ISIN No. is INE357P01014. DIRECTORS The Board comprises of 5 Directors, namely:- Mr.Anil Kumar Khanna - Chairman & Managing Director Mr.V.K.Batra - Independent Director Mr.Vipin Bali - Independent Director Mr. Kapil Dutta. - Independent Director Mrs.Vimal Kumari - Independent Director (Woman Director) In accordance with the provisions of the Companies Act, 20!3 and the Articles of Association of the Company, Mr.Anil Kumar Khanna, Chairman & Managing Director (DIN: 00207839) of the Company retire by rotation and being eligible, offers himself for reappointment. Mrs.Vimal Kumari appointed on 26.5.20!5 as a Additional Director (Woman Director) of the Company. Mr. Mr.Kapil Dutta is the Chairman of the Audit Committee. The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee, held on 26.05.20!5. All the Independent Directors have given Declaration that they meet criteria of Independence as laid down U/s !49(6) of the Companies Act, 20!3 and Clause No.49 of the ListingAgreement. DIRECTORS' RESPONSIBILITY STATEMENT In pursuance of Section !34 of the Companies Act, 20!3 the directors, based on the representation received from the operation management, 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 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 20!4-!5 and of the profit or loss of the company for that period; (iii) They have 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 have prepared the annual accounts on a going concern basis. (v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. STATUTORY AUDITORS The Statutory Auditors of the Company M/s.J.P. Chawla Chartered Accountants LLP, Delhi (Firm Registration No.00!875N) who were appointed as Statutory Auditors by the members for five years. Their appointment would be ratified at the ensuing Annual General Meeting. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. INTERNAL AUDITOR The Board of Directors of your Company has re-appointed R.R.CA & Co., Chartered Accountants as Internal Auditors pursuant to the provision of Section !38 of the Companies Act, 20!3 for the financial year 20!5-!6. SECRETARIAL AUDITORS The Board had appointed M/s. Choudhary Pankaj &Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 20!3. The Report of the Secretarial Auditors annexed to the Report as per Annexure 'A'. There is a qualification in the Report that Company did not appointWoman Director upto 3!st March, 20!5. The Management clarified that, it was in search for appointment of a Woman Director on the Board of the Company and appointed Mrs.Vimal Kumari as Woman Director w.e.f. 26th May, 20!5. CORPORATE SOCIAL RESPONSIBILITY With the enactment of the Companies Act, 20!3 and the Companies (Corporate Social Responsibility) Rules, 20!4 read with various clarifications issued by the Ministry of Corporate Affairs every Company having the netwroth of Rs.500 Crores or more turnover of Rs.!000 crores or more or net profit of Rs.5 Crore 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, 20!3 and the Companies (Corporate Social Responsibility) Rules, 20!4, the above rules are not applicable to the company during the year as the company does not have adequate profits. REPORT ON CORPORATE GOVERNANCE: The Company endeavors to attain highest values of Corporate Standards.The Company has adhered to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and has implemented all the stipulations prescribed, in the Clause 49 of the Listing Agreement with Stock Exchanges. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. A requisite certificate from the Statutory Auditors of the Company, M/s J.P. Chawla & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Corporate Governance Report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of Loans, Guarantees and Investments covered under the Provisions of Section !86 of the Companies Act, 20!3 are given in the accompanying Financial Statements. RELATED PARTY TRANSACTIONS None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS!8) has been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 20!3 has been in compliance. Further the board of the company has given its approval to transaction with the related parties. The details of the transaction with Related Party are provided in the accompanying financial statements-notes to the accounts. COMPLIANCE UNDER THE COMPANIES ACT, 2013 AND ADDITIONAL SEBI STIPULATIONS The Companies Act 20!3 came into force substantially from !st April, 20!4.Also, SEBI in its master circular dated !7th April, 20!4 notified additional requirements on corporate governance which will be effective from !st October, 20!. The Act and the SEBI Stipulations set the tone for a more modern legislation which enables growth, greater regulation and self governance of India's corporate sector. The Act and SEBI's requirements are expected to improve corporate governance norms, enhance the accountability and protect the interests of investors, particularly small ones. These requirements substantially increase the compliance requirements for companies. The Company is taking all the necessary steps to be compliant with the Act within the time stipulated. COMPANY SECRETARY Ms.Shipra Chugh, Company Secretary and Compliance Officer has been resigned w.e.f. 24th June, 20!5. The Company is making it's efforts to appoint the new Company Secretary as early as it find the suitable candidate. 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 auditor 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. Composition of the Committee and category of Directors Mr. Kapil Dutta Independent Director Mr.Anil Kumar Khanna Non Independent Director Mr.Vipin Bali Independent Director Mrs.Vimal Kumari Independent Director (Woman Director) Mrs. Vimal Kumari appointed on 26.5.20!5 as a Additional Director (Woman Director) of the Company. Mr. Kapil Dutta is the Chairman of the Committee. The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee, held on 26.05.20!5. NOMINATION AND REMUNERATION COMMITTEE Composition of the Committee and category of Directors as decided by the Board of Directors. Mr.Vipin Bali - Chaiman - Independent Director Mr. Kapil Dutta - Member - Independent Director Mr.V.K.Batra - Member - Independent Director STAKEHOLDERS RELATIONSHIP COMMITTEE Composition of the Committee and category of Directors as decided by the Board of Directors. Mr.V.K.Batra - Chairman - Independent Director Mr.Vipin Bali - Member - Independent Director Mr. Kapil Dutta - Member - Independent Director VIGIL MECHANISM AND WHISTLE BLOWER POLICY Fraud-free and corruption-free work culture has been the core of the Company' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk. To meet this objective a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company's website www.ulilltd.com . DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 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 20!4-!5 and hence no complaint is outstanding as an 31.3.2015 for compliance. CONSERVATION OF ENERGY 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. FOREIGN EXCHANGE EARNINGS AND OUTGO Total foreign exchange earned : Rs. Nil Total Foreign exchange used : Rs. Nil PARTICULARS OF EMPLOYEES None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section !97(!2) of the Act read with Rule 5(!) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 20!4 and hence no particulars are required to be disclosed in this Report. |