DIRECTORS' REPORT
TO THE MEMBERS
Your directors are pleased to present the Fifty-fourth Annual Report and he audited
financial statements of the Company for the financial year ended 31st March,
2025.
FINANCIALHIGHLIGHTS
Financial Highlights of the Company for the financial year under review as compared to
the previous financial year are given hereunder:
|
(Rs. in Lacs) |
Particulars |
2024-25 |
2023-24 |
Revenue from operations |
343.59 |
339.56 |
Other Income |
30.83 |
70.94 |
Total |
374.42 |
410.51 |
Profit/(Loss) before Taxation |
130.14 |
207.67 |
Provision for Taxation |
28.75 |
44.12 |
Net Profit |
101.39 |
163.55 |
Other Comprehensive Income/ (Loss)(net of tax) |
(2.07) |
0.67 |
Total comprehensive Income |
99.31 |
164.22 |
STATE OF THE COMPANY'S AFFAIRS
During the year under review the Company has been able to achieve profit before tax of
Rs.130.14 lakhs as against Rs.207.67 lakhs in the previous year.
There is no change in the nature of business carried on by the Company. The Company is
principally engaged in Non-Banking Financial activities. The Company earns its revenue
from interest on loan and rent.
The financial statements for the financial year ended 31st March, 2025 have
been prepared in accordance with the provisions of Sections 129, 133 and Schedule III of
the Companies Act, 2013 as amended and Ind AS as applicable for Non-Banking Financial
Companies.
During the year under review the Company has achieved a total revenue of Rs. 343.59
lakhs as compared to Rs.339.56 lakhs in the previous year.
FUTURE OUTLOOK
The Company is well-positioned to achieve sustainable growth across its diversified
business segments— lending, real estate investments, and equity trading. Recent
regulatory measures, including the Reserve Bank of India's reduction in the interest rate
and adjustments to the Cash Reserve Ratio, are expected to ease funding costs for
Non-Banking Financial Companies (NBFCs), thereby improving margins and enhancing credit
off-take.
In the real estate investment sector, the outlook remains positive. The easing of
interest rates and improved affordability are likely to stimulate demand in both
residential and commercial property markets. Additionally, increased investor interest in
real estate assets is expected to bolster the Company's investment portfolio. In the
equity trading domain, the growing participation of retail investors and the expansion of
wealth management services present opportunities for enhanced returns. By leveraging these
market trends and maintaining a disciplined approach to risk management, the Company aims
to deliver balanced and profitable growth in the coming year.
TRANSFER TO RESERVES
During the year under review, your Company has transferred a sum of Rs.20.28 lakhs to
Reserve Fund as pernorms prescribed by the Reserve Bank of India.
DIVIDEND
Considering the requirement of fund for day-to-day business operation and proposed
diversification, the Directors did not recommend any dividend for the year under review.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loan given and investments made are furnished in Note Nos. 6 and 7 of
the notes to the financial statements. The Company did not give any guarantee or provide
any security in connection with a loan to any other body corporate or person during the
financial year under review. The Company being an NBFC nothing contained in Section 186 of
the Companies Act, 2013 except Sub-section (1) shall apply.
DEPOSITS
The Company has not accepted any public deposit during the year under review. There is
also no unclaimed or unpaid deposit as on 31st March, 2025.
RELATED PARTY TRANSACTIONS
During the financial year ended 31st March, 2025 all
contracts/arrangements/transactions entered into by your Company with Related Parties were
on arm's length basis and in the ordinary course of business There are no material
transactions with any Related Party as defined under Section 188 of the Companies Act,
2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. All Related
Party transactions have been approved by the Audit Committee of your Company and are
reviewed by it on a quarterly basis.
The Company has voluntarily formulated the policy in dealing with related party
transactions although compliance with the provisions of corporate governance is not
applicable to the Company at present. The policy can be accessed in the web link
https://unitedcreditltd.com/wp- content /uploads/2024/08/cmspage_678_data.pdf.
The details of contracts and arrangements with Related Parties as per Companies Act,
2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and other
applicable statutory provisions are given in Note No. 27 of the Notes to the Financial
Statements, forming part of this Annual Report.
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE
DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year under review and the date of the report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
All Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing
Regulations, Independent Directors have confirmed that they are not aware of any
circumstances or situation which exists or may be reasonably anticipated that could impair
or impact their ability to discharge their duties.
All the Directors have also affirmed that they have complied with the Company's Code of
Business Conduct & Ethics. In terms of requirements of the SEBI Listing Regulations,
the Board has identified core skills, expertise and competencies of the Directors in the
context of the Company's businesses, which are detailed in the Report on Corporate
Governance.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs. The Independent Directors who were required
to clear the online proficiency self- assessment test have passed the test.
In the opinion of the Board, the Independent Directors fulfil the conditions of
independence, are independent of the management, possess the requisite integrity,
experience, expertise, proficiency and qualifications to the satisfaction of the Board of
Directors. The details of remuneration paid to the members of the Board and its Committees
are provided in the Report on Corporate Governance.
As per the provisions of Section 203 of the Act, following are the Key Managerial
Personnel of the Company as on the date of this Report:
1. Mr. Ashok Kumar Dabriwala - Chairman and Managing Director
2. Mr. Samarjit Jain - Chief Financial Officer
3. Ms. Deepali Gupta - Company Secretary Retirement of Directors
Mr. Nandanandan Mishra (DIN: 00031342) and Mr. Raj Mohan Choubey (DIN:00031305),
retired from the Company upon completion of their 2nd term as Non - executive
Independent Directors on 25th September, 2024. They have stepped down from the
Board w.e.f. 25th September, 2024.
Your Board of Directors wishes to place on record its sincere appreciation for the
exemplary services rendered by Mr. Nandanandan Mishra, Mr. Raj Mohan Choubey during their
long association with the Company and immense contribution to success of the Company.
Appointment of Directors
Mr. Surush Kumar Kandoi (DIN:00482350) and Mrs. Rashmi Bihani (DIN:07062288) were
appointed as NonExecutive & Independent Directors by the Members at 53rd
Annual General Meeting of the Company for the 1st term of five consecutive
years, whose office shall not be liable to retire by rotation.
MEETINGS OF THE BOARD AND ITS COMMITTEES
Details of meetings of the Board and its Committees held during the financial year
ended 31st March, 2025 are given in the enclosed statement marked Annexure
‘A'.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT,
2013
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, the Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there is no material departure therefrom;
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 as at 31st March, 2025 and of the
profit 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 ccounts 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.
RISK MANAGEMENT POLICY
The Company has in place a comprehensive risk management policy, which is reviewed
periodically 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. The Policy can be
accessed on the Company's Website at: - https://unitedcreditltd.com/wp-
content/uploads/2024/08/cmspage_1323_data.pdf
CORPORATE GOVERNANCE
Transparency is the cornerstone of company's philosophy, and the company adheres to all
corporate governance requirements in letter and spirit. All the Committees of the Board of
Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of
Directors has taken the necessary steps to ensure compliance with statutory requirements.
The Company's Directors, Key Management Personnel, and Senior Management Personnel have
complied with the approved ‘Code of Conduct for Board of Directors and Senior
Management Personnel'. According to Schedule V of the SEBI Listing Regulations, a
declaration to this effect, signed by the Managing Director and CEO of the Company, forms
part of the Annual Report.
The Report on Corporate Governance, as required under Regulation 34(3), read along with
Schedule V of the SEBI Listing Regulations, is given in Annexure-IV. The Auditors'
Certificate on compliance with corporate governance norms is also attached to this Report.
Furthermore, as required under regulation 17(8) of the SEBI Listing Regulations, a
certificate from the Managing Director & CEO and DirectorFinance & CFO is annexed
to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of SEBI (LODR) Regulations, 2015,
Management Discussion and Analysis Report forms part of this report.
COMPOSITION OF AUDIT COMMITTEE
The Board of Directors of your Company has duly constituted an Audit Committee in
compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read
with Regulation 18 of the Listing Regulations. The recommendations made by the Audit
Committee are accepted by your Board. Name of the Audit Committee members, number of
meetings held during the year under review, terms of reference and other requisite details
have been provided in the Corporate Governance Report which forms part of this Annual
Report.
COMMITTEES OF THE BOARD
Pursuant to various requirements under the Act and the Listing Regulations, the Board
of Directors has constituted various committees, such as, Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, The details of composition,
terms of reference, etc., pertaining to these committees are mentioned in the Corporate
Governance Report which forms part of this Annual Report.
PROHIBITION OF INSIDER TRADING
The Company has formulated and published on its official website, Codes 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 as amended.
The Company has formulated various Policies and Procedures as per requirement of
Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018 which, amongst others, include
(i) Policies and Procedures for enquiry in case of leak of unpublished price sensitive
information.
(ii) Process for how and when people are brought inside on sensitive transactions.
(iii) Internal Controls Systems
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established for directors and employees of the Company, a vigil
mechanism as per requirement of Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended, 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 a the link:- https://unitedcreditltd.com/wp-content
/uploads/2024/08/cmspage_1324_data.pdf
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013, in respect of Corporate
Social Responsibility are not applicable to the Company as the net worth, turnover and net
profit during the financial year under review are less than the stipulated amount.
Accordingly, no policy has been framed by the Company on Corporate Social Responsibility.
BUSINESS RESPONSIBILITY REPORT
As stipulated in Regulation 34(2)(f) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations 2015, business
responsibility report is not applicable in case of the Company.
TRANSFER OF EQUITY SHARES AND UNPAID DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION
FUND
As per statutory requirement, dividends declared up to the financial year 2012-2013
which remained 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 125 of the Companies Act, 2013 within the stipulated
time. The Company had last declared dividend in the financial year 2018-2019 which would
be due for transfer in the year 2026.
In terms of Section 124(6) of the Act read with Rule 6 of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended
(‘IEPF Rules') all such shares in respect of which dividend has not been paid or
claimed for seven consecutive years or more are also required to be transferred to
IEPFAuthority. The Company has transferred the shares in respect of unclaimed dividend up
to the financial year 2009-2010 in favour of the IEPF Authority, on 30th November, 2017.
As per record maintained by CBM, after this transfer, presently there are no shares of
the Company which are required to be transferred to IEPF.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORTS (IF ANY)
There was no Voluntary revision of Financial Statements or Boards Reports during
previous Financial Years.
STATUTORY AUDITORS AND AUDITORS' REPORT
In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules,
2014 (as amended), M/s. L.B. Jha and Co. (ICAI Firm Registration No.301088E), Chartered
Accountants was appointed as the Auditors of your Company for a consecutive periodof 5
(five) years from the conclusion of the 51st Annual General Meeting held in the
year 2022 until conclusion of the Annual General Meeting to be held in 2027.
The reports given by the Auditors on the Financial Statements of your Company for the
financial year ended March 31, 2025, form part of this Annual Report and there is no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Reports. The Auditors of your Company have not reported any fraud in terms of the second
proviso to Section 143(12) of the Act.
SECRETARIAL AUDITOR AND AUDIT REPORT
In accordance with the requirement of Section 204 of the Companies Act, 2013, Mr.
Sumantra Sinha, Practising Company Secretary has been appointed to conduct Secretarial
Audit for the financial year ended 31st March, 2025.
A report made by him, 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 ‘D'.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Amendment
Regulations, 2024 vide Notification No.SEBI/LAD-NRO/GN/2024/218 establishing detailed
norms governing the appointment, reappointment, and removal of secretarial auditors in
listed entities the Board of Directors at its meeting held on 28th May 2025 has
recommended the appointment of Mr. Sumantra Sinha, Company Secretaries, as the Secretarial
Auditor of the Company, subject to the approval of the shareholders at the ensuing Annual
General Meeting for a period of five (5) consecutive financial years i.e. from the
conclusion of the 54th Annual General Meeting until the conclusion of the 59th Annual
General Meeting of the Company to be held in the year 2030.
SECRETARIAL COMPLIANCE REPORT
During the period under review, the Company has complied with the applicable
Secretarial Standards notified by the Institute of Company Secretaries of India. The
Company has also undertaken an audit for FY 2024-25, in line with SEBI circular no.
CIR/CFD/CMD/l/27/2019 dated 8th February 2019, for all applicable compliances, in line
with the SEBI Listing Regulations and circulars/guidelines. The Annual Secretarial
Compliance Report will be submitted to stock exchanges within 60 days of the end of the
financial year 2024-25.
COMPLIANCE WITH SECRETARIALSTANDARDS
In terms of Para 9 of Secretarial Standard on meetings of the Board of Directors
(SS-1), it is confirmed that all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India have been duly complied with.
NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost records under Section
148(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the
Company's nature of business
CONSERVATION OF ENERGY AND 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, during the year an
expenditure of Rs. 10.47 lakhs was made in foreign currency.
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 of the Company 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 Company has taken appropriate measures to ensure adequate internal financial
control commensurate with the activities of the Company. Internal financial control is the
responsibility of the Board of Directors. In line with the requirement of the relative
provisions of the Companies Act, 2013, the Company has taken necessary steps for ensuring
the orderly and efficient conduct of its business, including adherence to company's
policies, safeguarding of its assets, prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and timely preparation of reliable
financial information.
In compliance with the requirement of Rule 8(5)(viii) of the Companies (Accounts)
Rules, 2014, the management has taken necessary steps for design, implementation and
maintenance of internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
EXTRACT OF ANNUAL RETURN
The Company's Annual Return in Form MGT-7 can be viewed on the Company website www.unitedcreditltd.com
POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC.
In compliance with Section 178(3) of the Companies Act, 2013 the Nomination and
Remuneration Committee has formulated the criteria for determining qualifications,
positive attributes and independence of a director and recommended to the Board a policy,
relating to the remuneration for the Directors, Key Managerial Personnel and other
employees.
The details of the above policy has been placed on the website of the Company and may
be accessed at the link
https://unitedcreditltd.com/wp-content/uploads/2024/08/cmspage_1325_data.pdf
The salient features of the policy are given hereunder:
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 Policy stipulates the criteria
(i) To determine qualifications, positive attributes and independence of directors as
well as to ensure a fair and reasonable remuneration on the basis of appropriate appraisal
by the Nomination and Remuneration Committee in line with the requirement of Companies
Act, 2013;
(ii) to tap out untapped creativity of the employees and to motivate the employees to
give their best for the growth and prosperity of the Company;
(iii) to ensure consistency in compensation on the basis of qualification, experience
and ability toperform.
It also prescribes composition of remuneration payable to non-executive directors,
managing directors, wholetime directors, managers and key managerial personnel.
PERFORMANCE EVALUATION
The annual evaluation process of the Board of Directors as a whole, individual
Directors and Committees of the Board was conducted in accordance with the provisions of
the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
Competency, experience and qualification are the principal criteria of evaluation and
accordingly the performance evaluation of the Board, its committees and individual
directors has been made on the basis of knowledge, expertise and experience in their
respective fields and attendance of the directors in the meetings. The independent
directors also reviewed the performance of the entire Board including the Chairman in the
meeting held on 11th August, 2024.
The Board conducted the annual evaluation of the performance of the directors and the
Chairman obtained the views of the members of the Board and its committees and feed back
was provided to the members.
DISCLOSURE RELATING TO REMUNERATION OFDIRECTORS AND EMPLOYEES OF THE COMPANY
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 ‘F'.
The Company has got no employee who is in receipt of remuneration mentioned in Rule
5(2) (i), (ii) and (iii) of the said Rules. However, a statement showing the names of top
ten employees in terms of remuneration drawn and other details in accordance with the
requirement of Rule 5(2) of the said Rules is annexed marked Annexure ‘G'.
COMPLIANCE OF PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
In compliance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed
thereunder, the Company has formulated and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual harassment of women at the workplace.
The Company is committed to providing a safe and conducive work environment to all its
employees and associates. All women employees whether permanent, temporary or contractual
are covered under the above policy. The said policy has been uploaded on the internal
portal of the Company for information of all employees. An Internal Complaints Committee
has been set up in compliance with the POSH Act.
Details of complaints received during the year under review under POSH Act are as
under:
a. number of complaints of sexual harassment received during the financial year: Nil
b. number of complaints disposed of during the financial year: Nil
c. number of complaints pending as on end of the financial year: NIL
d. number of complaints pending for more than ninety days: NIL
SUBSIDIARIES
The Company has no subsidiary as on 31st March, 2025 However 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:
https://unitedcreditltd.com/wp-content/uploads/2025/08/policy-on-material-subsidiary.pdf
FRAUDS
The Auditors of the Company have not reported any fraud to the Audit Committee or to
the Board as specified under Section 143(12) of the Companies Act, 2013
CAPITAL STRUCTURE
During the year under review the Company has not issued any shares including sweat
equity shares to the employees of the Company under any scheme and shares with
differential rights also dividend, voting or otherwise.
There has been no change in the capital structure of your Company during the year under
review.
INSOLVENCY AND BANKRUPTCY CODE
No application was made and no proceeding is pending under the Insolvency and
Bankruptcy Code 2016 during the year.
INSIDER TRADING & STRUCTURED DIGITAL DATA BASE
The Company has implemented the Code of Internal Procedure & Conduct as required
under the extant SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has
also in existence a Structured Digital Database as mandated under the above Regulation.
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 |
|
Sd/- |
|
Ashok Kumar Dabriwala |
Kolkata-700016 |
Chairman & Managing Director |
August 11,2025 |
DIN:00024498 |
