To
The Members,
Your Directors have great pleasure in presenting the 40th Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2024.
1. FINANCIAL RESULTS:
The summarized financial results of the Company for the year ended 31ST March, 2024 and for the previous year ended 31st March, 2023 are as follows:
(Amount in Rs.)
2. PERFORMANCE HIGHLIGHTS:
During the year under review, the Company has total operational Income of Rs. 7,19,58,710/- and the Company has earned profit of Rs. 8,38,564/- during the year ended 31.3.2024.
The Company's focus shall continue to be on improving specialty and efforts particularly on embroidery business which would yield results in coming years. These actions would continue to enhance the pace of business and would contribute in long term growth.
3. SHARE CAPITAL:
During the year under review, there was no change in the Company's issued, subscribed and paid-up equity share capital.
4. DIVIDEND:
The Board of Directors of the Company has not recommended any dividend during the year after reviewing Financial Statements of the Company.
5. RESERVE:
The Company has not proposed any amount to be transferred to the General Reserve.
6. DEPOSITS:
During the year under review, the company does not accept any deposits from the public as per Section 73 to 76 of the Companies Act, 2013.
7. CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no significant changes was made in the nature of the company.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the Year under review there were no material changes and commitments which affect the financial position of the Company. An ease of doing business can give an addon to the Company to create the sustainable growth and development.
9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:
During the year under review, the Company does not have any Subsidiary, Associate and Joint Venture.
10. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meeting of the Board of Director' and 'General Meetings', respectively, have been duly followed by the Company.
11. KEY MANAGERIAL PERSONNEL:
12. DIVERSITY OF THE BOARD:
The Company believes that diversity is important to the work culture at any organization. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.
13. DIRECTORS:
The Board Comprises of 7 Directors, namely: -
All the Independent Directors of your Company have given declarations that they meet criteria of Independence as prescribed both under the Act and Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
CHANGE IN BOARD OF DIRECTORS DURING THE RELEVENT PERIOD:
i. Mr. Harish Rawat has been appointed as Chief Finance officer and Additional Director of the Company dated on 30th May, 2023.
ii. Mr. Pradeep Anand Chief Finance officer of the Company has been resigned from the company dated on 30th May, 2023.
iii. Mr. Pravin Raja has been appointed as Additional Director of the Company dated on 30th May, 2023 and resigned from the company dated 19.07.2024.
iv. Ms. Rekha Sharma Director of the Company has been resigned from the company dated on 30th May, 2023.
v. Ms. Shashi Shekhar Company Secretary and Compliance Officer of the company has been resigned from the company dated on 21st June,2023.
vi. Mr. Nishant Tomar has been appointed as Company Secretary and Compliance Officer of the company dated on 11th October,2023.
vii. Mr. Virendra Kumar Batra Director of the Company has been resigned from the company dated on 25th September, 2023.
viii. Mr. Kapil Dutta Director of the Company has been resigned from the company dated on 25th September, 2023.
ix. Mr. Aditya Khanna has been appointed as Additional Director of the Company dated on 11th October, 2023.
x. Mr. Ashish Khanna has been appointed as Additional Director of the Company dated on 11th October, 2023.
xi. Mr. Deepak Gupta has been appointed as Additional Independent Director of the Company dated on 11th October, 2023.
xii. Ms. Kavita Kumari has been appointed as Additional Independent Women Director of the Company dated on 11th October, 2023.
14. 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 Four times during the financial year 2023-24 on 30th May, 2023, 19th July,2023, 17th November,2024 and 11th October,2023.
15. MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and take a view of the Company's policies, strategy and other Board matters. The notice for Board Meetings is given well in advance to all the Directors.
The Board of Directors met 6 times during the financial year ended March 31, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
06 Board Meetings were held as under:
16. STATUTORY AUDITORS:
M/s. Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/ N500320) are the Statutory Auditors of the Company. They were appointed as the Statutory Auditors of the Company in the 37th Annual General Meeting for a period of 5 years i.e. till the conclusion of 42nd Annual General Meeting.
M/s Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/ N500320) shall hold the office till the conclusion of 42th Annual General Meeting to be held in the year 2026, but has tendered his resignation as dated 14th August,2024.
17. SECRETARIAL AUDITORS:
M/s. Choudhary Pankaj & Associates Company Secretaries in practice holding Membership No. 6642 and COP No. 5417, are the Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditors (Form MR-3) for Financial Year ended on 31st March, 2024 is being annexed to the Report as per Annexure B under the board report.
18. INTERNAL AUDITORS:
M/s Narender Singh & Co. Chartered Accountants, (Firm Registration No. 030207N) are the Internal Auditors of the Company.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per section 135 of the companies Act 2013 Corporate Social Responsibility are not applicable for our company.
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 as the company has not earned the adequate profit in this financial Year 2023-24.
20. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate section, forming part of the Annual Report as an Annexure under the board report.
21. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments cover under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.
22. EXTRACTS OF ANNUAL RETURN:
The extracts of the Annual Return as per section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 will be available on the Company's website www.ulilltd.com.
23. RELATED PARTY TRANSACTIONS:
None of the transactions with any of related parties were in conflict with the (AS Company's interest. Suitable disclosures as required by the Accounting Standard 18 18) issued by The Institute of Chartered Accountants of India (The ICAI) have 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, 2013 has been in compliance. Further the board of the company has given its approval to transaction with the related parties.
Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are provided under Annexure-C under the board report.
24. CORPORATE GOVERNANCE REPORT:
In terms of SEBI (Listing Obligation and Disclosure requirements) 2015, The provisions of Regulation 17,18, 19,20,21,22,23,24,25,26, 27 and clause (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure requirements) 2015 are not applicable to the Company.
25. DEMATERIALISATION OF SHARES:
The shares in the Company are under compulsory dematerialized trading. The Company's ISIN No. is INE357P01014. The number of shares dematerialized as on 31.03.2024 are as follows:
26. AUDIT COMMITTEE:
The Committee's composition and terms of reference meet with requirements of Section 177 of the Companies Act, 2013 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 five times during the financial year 2023-24:
? 30th May, 2023,
? 12 th August, 2023,
? 17th November, 2023
? 14th February, 2023
27. NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound
knowledge/expertise/exposure.
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 Nomination and Remuneration committee met Four times during the financial year 2023-24.
? 19th July, 2023
? 11th October, 2023
28. 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.
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 One times during the financial year 2023- 24:
29. SHAREHOLDERS'/ INVESTORS' GRIEVANCE COMMITTEE:
The Shareholders'/ Investors' Grievance Committee met Four times during the financial year 2023-24:
? 12th August, 2023,
30. PERFORMANCE EVALUATION:
The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation. In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its committees, and Individual Directors (including Independent Directors).
The Independent Directors separately carried out evaluation of Chairperson, Non- Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members.
The report on performance evaluation of the Individual Director was reviewed by the Chairperson of the Board and feedback was given to Directors.
31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the Directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013, Regulation 22 of the Listing Obligation and Disclosure Requirements, 2015.
This Vigil Mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. It is affirmed that no personnel of the company have been denied access to the Audit Committee.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has less than ten number of employees therefore the company is not required to constitute/ re-constitute Internal Complaints Committee (ICC), however
if any case recorded in that case the reporting shall be made with Local Complaint Committee.
During the year there was no any case was recorded by the company hence no complaint is outstanding or made as on 31.03.2024.
33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
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.
During the year, your Company was running successfully its embroidery unit in Gurugram comprising 8 computerized, high quality embroidery machines purchased from Saurer, Switzerland. The Company sold out the less efficient machines and in the process of phasing out the less efficient machines in the coming years.
FOREIGN EXCHANGE EARNINGS AND OUTGO
34. PARTICULARS OF EMPLOYEES:
In terms of the provision of Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee is drawing remuneration in excess of the limits set out in the said rules are provided in the Act.
35. RISK MANAGEMENT POLICY:
The Company's business is exposed to both external and internal risks. Your Company has incorporated processes and systems to proactively monitor, manage and mitigate these risks along with appropriate review mechanisms. The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately.
36. INTERNAL FINANCIAL CONTROLS:
The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal financial controls have been embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Audit Committee reviews adequacy and effectiveness of Company's Internal Controls and monitors the implementations of audit recommendations.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:
There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
38. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:
No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.
39. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
(i) In preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) The Directors 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 March 31, 2024 and the profit of the company for that period;
(iii) The Directors have been 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 / detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern basis.
(v) The Directors, in case of listed Company, have laid down internal financial controls to be followed by the company and that such financial controls are adequate and operating effectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
40. Acknowledgement:
Your Directors wish to thank the collaborators, financial institutions, bankers, customers, suppliers, shareholders and employees for their continued support and co-operations.