Directors Report of United Credit Ltd.

Mar 31, 2015

The Directors are pleased to present the Forty-fourth Annual Report and the Company's audited accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

Financial Highlights of the Company for the financial year 2014-2015 as compared to the previous financial year are given hereunder :

(in Lacs) 2014-2015 2013-2014

Total Revenue 197.22 196.15

Profit before Exceptional and Extraordinary Items and Tax (PBEEIT) 81.83 84.15

Exceptional Items Nil Nil

Profit before Extraordinary Items and Tax (PBEIT) 81.83 84.15

Extraordinary Items Nil Nil

Profit before Tax (PBT) 81.83 84.15

Tax expense :

– Current Tax 20.00 27.84

– Deferred Tax 9.67 (1.24)

Profit / (Loss) for the year (PAT) 52.16 57.55

STATE OF THE COMPANY'S AFFAIRS

The Company is primarily engaged in non-banking financial activities. There is no change in the nature of business carried on by the Company.

During the year under review, the Company has achieved a total revenue of Rs.197.22 Lacs as compared to Rs. 196.15 Lacs in the previous year.

FUTURE OUTLOOK

Although during the year under review, the Reserve Bank of India has prescribed a lighter regulatory framework for NBFCs other than those with large asset size and deposit accepting, the management feels that it would be prudent to explore opportunities in other areas like, syndication, corporate banking, real estate and hotel industries instead of concentrating only on fund-based activities.

The management is hopeful that diversification in other areas of business would help the Company to increase its income considerably in the long run.

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs.1,546.31 Lacs (Previous year Rs.1,494.81 Lacs). During the year under review, Rs.10.43 Lacs has been transferred to Reserve Fund as per RBI Norms.

DIVIDEND

In view of inadequacy of profits, the Board of Directors of the Company did not recommend any amount which should be paid by way of dividend.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided, are furnished in Notes No. 9 and 11 to the Financial Statement.

The Company being an NBFC registered under Chapter III B of the Reserve Bank of India Act, 1934, nothing contained in Section 186 of the Companies Act, 2013 except sub-section (1) shall apply.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

During the year under review, there was no contract or arrangement or transaction entered into by the Company with Related Parties which needs to be disclosed pursuant to Section 134(3)(h) of the Companies Act, 2013. All related party transactions were in the ordinary course of business and on an arm's length basis. There was no contract or arrangement made by the Company during the year under review, which may be considered material pursuant to the policy of the Company on materiality of related party transactions. There is an existing material related party contract with Dabriwala Banijya Udyog Limited made by the Company in pursuance of a Deed of Sub-lease dated 22nd November, 2012 for the purpose of aquisition of 9481 sq. ft. (super built up) space in 17/1F, Alipore Road, Kolkata-700 027. The space has been acquired to generate additional revenue in the form of rent.

Particulars of contract or arrangement with related parties, as mentioned hereinabove, are furnished in Form No.AOC-2 marked Annexure 'I' pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act. 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has voluntarily formulated the policy in dealing with related party transactions, although compliance with the provisions of Clause 49 of the Listing Agreement is not applicable to the Company at present. The policy can be accessed in the weblink http://www.unitedcreditltd.com/admin/upload/ POLICY%20ON%20RELATED% 20PARTY%20 TRANSACTINS.pdf

MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

There is no material changes occurred between the end of the financial year under review and the date of the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of six Directors out of which Mr. A. K. Dabriwala is functioning in executive capacity.

Pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges, Mr. N. Mishra, Mr. R. M. Choubey and Mr. S. C. Saha are acting as Independent Directors.

Independent Directors had given declaration confirming that they comply with the requirement of Section 149(6) of the Companies Act, 2013.

Familiarisation programme for Independent Directors was held on 10th February, 2015. The details of familiarisation programme could be accessed in the weblink http://www.unitedcreditltd.com/admin/upload/ FAMILIARISATION%20 PROGRAMME%20FOR%20 INDEPENDENT%20DIRECTORS.pdf

Mrs. Rashmi Vijaykaran Dabriwal was appointed as Director of the Company in the Annual General Meeting held on 26th September, 2014 liable to retire by rotation for which necessary filing has been made with the Registrar of Companies.

Mr. Devashish Dabriwal retires by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. A. K. Dabriwala's tenure of office as Managing Director would expire on 31st October, 2015. The Board considered the matter and recommended his re-appointment for a further period of three years with effect from 1st November, 2015.

Mr. Samarjit Jain was appointed as Chief Financial Officer by the Board of Directors in its meeting held on 12th April, 2014.

During the financial year ended 31st March, 2015, none of the Directors and Key Managerial Personnel has resigned.

BOARD MEETINGS

During the year under review there were six meetings of the Board of Directors held on 12.04.2014, 23.05.2014, 14.08.2014, 26.09.2014, 10.11.2014 and 10.02.2015

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

The Directors hereby 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 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 at the end of the financial year and of the profit and loss 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 accounts 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.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, the Board of Directors evaluated the performance of the Independent Directors and the entire Board taking into consideration the progress made by the Company.

The Board also evaluated the performance of the members of the various Committees formed by the Company and every Director individually. In the opinion of the Board, its performance and performance of the Committees and Directors individually are satisfactory. In evaluating the performance of the Directors, the Board followed the criteria formulated by the Nomination and Remuneration Committee. The concerned Directors were not present during their individual evaluation.

The Independent Directors in its meeting held on 10th November, 2014, evaluated the performance of the non-independent directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company taking into account the views of non-executive directors.

RISK MANAGEMENT POLICY

The Company has in place a comprehensive risk management policy, which is reviewed every six months 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.

CORPORATE GOVERNANCE

Pursuant to Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 issued by the Securities and Exchange Board of India, compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges is not mandatory for the time being. The Company has voluntarily implemented the Code of Corporate Governance and a separate section has been included in this report. The report on Corporate Governance and the declaration by the Chairman & Managing Director in respect of affirmation of compliance with the Code of Conduct received from all Board Members and senior management personnel and the certificate issued by M/s. Ray & Ray, Statutory Auditors of the Company, in confirmation of the compliance as per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges form part of this Annual Report.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee consists of three Independent Directors, namely Mr. S. C. Saha, Mr. N. Mishra and Mr. R. M. Choubey. Mr. S. C. Saha is acting as the Chairman of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

PROHIBITION OF INSIDER TRADING

The Company has formulated and published on its official website, a Code 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.

WHISTLE BLOWER POLICY

The Company has established for directors and employees of the Company, a vigil mechanism, 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 at the link http://www.unitedcreditltd.com/admin/upload/ IGIL%20MECHANISM.pdf

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013, in respect of Corporate Social Responsibility is not applicable to the Company as the net worth, turnover and profit during the financial year under review is less than the stipulated amount. Accordingly, no policy has been framed by the Company on Corporate Social Responsibility.

TRANSFER OF AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A of the Companies Act, 1956 (corresponding Section 124 of the Companies Act, 2013), the declared dividends which remain 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 205C of the said Act (corresponding Section 125 of the Companies Act, 2013).

STATUTORY AUDITOR

M/s. Ray & Ray, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office from the conclusion of the Forty-third Annual General Meeting till the conclusion of the Forty-sixth Annual General Meeting of the Company. In terms of the first proviso to Section 139(1) of the Companies Act, 2013 the matter relating to appointment of M/s. Ray & Ray, Statutory Auditors of the Company, has been placed for ratification by members.

The report made by the Statutory Auditors is free of any qualification, reservation or adverse remarks or disclaimer.

SECRETARIAL AUDITOR

In accordance with the requirement of Section 204 of the Companies Act, 2013, Mrs. Indrani Chaudhuri, Practising Company Secretary, had been appointed as Secretarial Auditor for the financial year ended 31st March, 2015.

A report made by her, 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 'II'. Regarding observation made by her in respect of letter received from the Reserve Bank of India (RBI) directing the Company to submit a realistic road map and timeline within which the Company could make good the shortfall in percentage of financial assets to total assets, it is stated that the company had taken necessary steps as required by RBI.

CONSERVATION OF ENERGY & 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, expenditure in foreign currency amounted to Rs. 2,52,483/- during the year under review.

DEPOSITS

The Company has no public deposit as on 31st March, 2015.

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 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 term "internal financial controls" as defined in the explanation to Section 134(5)(e) of the Companies Act, 2013 means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The management has devised an appropriate internal financial control system to ensure orderly and efficient conduct of its business.

In line with the requirement of Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014, the Company has adopted several measures to ensure adequacy of internal financial controls with reference to the financial statement. Such measures, inter alia, include quarterly review of financial statement by the Audit Committee, Board of Directors and the Statutory Auditors. The Internal Auditors place their report every quarter on accuracy of financial information and effective operation of systems, procedures and controls apart from statutory compliances made by the Company, before the Audit Committee and the Board.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 is attached pursuant to Section 134(3)(a) of the Companies Act, 2013 marked Annexure 'III'.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC.

Pursuant to Section 178(3) of the Companies Act, 2013 read with Clause 49 (IV) of the Listing Agreement, Nomination and Remuneration Committee formulated the criteria for determining qualification, positive attributes and independence of a director. The Committee has also recommended to the Board a policy relating to the remuneration for directors, key managerial personnel and other employees.

The Board of Directors in its meeting held on 23rd May, 2014, had approved the policy recommended by the Nomination and Remuneration Committee. The Policy is enclosed as Annexure 'IV' and forms part of this report.

The policy has been disclosed in the website of the Company and may be accessed at the link http://www.unitedcreditltd.com/admin/ upload/Remuneration%20Policy.pdf

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 Nomination and Remuneration Committee has laid down the following criteria for performance evaluation of the Independent Directors:

a) Contribution made by the Directors for successful operation of the Company; and

b) Benefits derived by the Company by the suggestions and advice given by the directors.

PARTICULARS OF EMPLOYEES

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 'V'.

The Company has no employee in respect of whom information under Rule 5(2) of the said Rules, is required to be annexed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has also set up an Internal Complaints Committee.

During the year under review, no complaint has been received.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges has been appended to this report

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has no subsidiary as on the date of this report.

The Company holds 7,50,100 Equity Shares of Rs.10/- each which is 42.86 % of the total share capital of United Nanotech Products Limited. Accordingly, as per Section 2(6) of the Companies Act, 2013, United Nanotech Products Limited is an Associate Company in relation to the Company.

A separate statement containing the salient features of the financial statement of the Associate Company in Form No. AOC-1, is attached along with the financial statement of the Company.

The 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 http://www.unitedcreditltd.com/admin/ upload/Policy%20on%20 Material%20Subsidiaries.pdf

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

Kolkata - 700 016 A. K. Dabriwala

26th May, 2015 Chairman & Managing Director

---

Mar 31, 2012

The Directors are pleased to present the Forty-first Annual Report and the audited accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

Financial Highlights of the Company for the financial year 2011-2012 as compared to the previous financial year are given hereunder :

(Rs. in Lacs) 2011-2012 2010-2011

Total Revenue 233.23 246.36

Profit before Exceptional and Extraordinary Items and Tax (PBEEIT) 118.57 127.98

Exceptional Items Nil Nil

Profit before Extraordinary items and Tax (PBEIT) 118.57 127.98

Extraordinary Items Nil Nil

Profit before Tax (PBT) 118.57 127.98

Tax expense :

– Current Tax 39.00 24.78

– Deferred Tax 8.10 2.37

Profit / (Loss) for the period (PAT) 71.47 100.83

DIVIDEND

The Board is pleased to recommend a dividend of Rs. 1.25 per preference share of Rs. 10/- each. However, the Board decided not to recommend any dividend on equity shares in the current financial year.

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs. 1828.65 Lacs (Previous year Rs. 1772.51 Lacs) after the appropriations.

PERFORMANCE

Total revenue generated by the Company during the financial year was Rs. 233.23 Lacs, as compared to Rs. 246.36 Lacs in the previous year. The Company has however been able to earn profit after tax of Rs. 71.47 Lacs for the year under review as against Rs. 100.83 Lacs during the previous year.

FUTURE OUTLOOK

The Company is exploring opportunities to shift its focus point from the traditional business carried on by the Company to other profitable areas to achieve a proper reward risk ratio.

In view of volatile nature of the capital market, the management feels that it will not be wise to concentrate on capital market activities. In the present business scenario, it is advisable to concentrate on activities which will enable the Company to generate steady income without unusual risk.

LISTING WITH THE STOCK EXCHANGES

The Company's Equity Shares are listed with The Calcutta Stock Exchange Limited and BSE Ltd.

DEPOSITS

The Company does not have any matured unclaimed deposit as on 31.03.2012.

DIRECTORS

Mr. N. Mishra retires by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-election.

Mr. Dipankar Chatterji resigned from the Board with effect from 26th July, 2011 owing to personal reasons. During his association, the Company has been immensely benefited by his able guidance and active participation in the decision making process.

Mr. Suresh Chandra Saha was appointed in the meeting of the Board of Directors held on 26th July, 2011 as Additional Director. He will hold office up to the date of the forthcoming Annual General Meeting. A notice has been received from a member in compliance of Section 257 of the Companies Act, 1956 proposing his appointment as Director.

AUDITORS & AUDITORS' REPORT

M/s. Ray & Ray, Chartered Accountants, Kolkata, hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Ray & Ray to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY & 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 and outgo in any manner during the year under review.

TRANSFER OF AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remain 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 pursuant to Section 205C(1) of the said Act.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Company has implemented the Code of Corporate Governance and a separate section has been included in this report. The report on Corporate Governance and the declaration by the Chairman & Managing Director in respect of Code of Conduct for all Board Members and senior management personnel and the certificate issued by M/s. Ray & Ray, Statutory Auditors of the Company in confirmation of the compliance as per requirement of Clause 49 of the Listing Agreement with the stock exchanges form part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report has been appended to this report in terms of the Listing Agreement.

SUBSIDIARY COMPANIES

The Company has no subsidiary as on the date of this report.

PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 is required to be annexed.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby 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 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 March 31, 2012 and of the profit or loss 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; and

iv) the annual accounts had been prepared on a going concern basis.

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.

Kolkata - 700016 For and on behalf of the Board

The 26th May, 2012 A. K. Dabriwala

Chairman & Managing Director

---

Mar 31, 2011

TO THE MEMBERS

The Directors are happy to present the 40th Annual Report with the Audited Statement of Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

2010-2011 2009-2010

Gross Income 246.36 343.39

PBDIT 134.17 215.40

Interest (0.46) (0.93)

Depreciation (5.73) (8.42)

PBT 127.98 206.05

Provision for Taxation (Net) (24.78) (17.34)

Deferred Tax (2.37) (26.21)

PAT 100.83 162.50 Appropriations

Surplus b/f from previous year 178.24 174.55

Profit available for appropriation 279,07 337.05

Proposed Dividend 53.15 74.02

Tax on Dividend 8.62 12.29

General Reserve 15.00 40.00

Transfer to Reserve Fund as per RBI norms 20.17 32.50

Surplus carried to Balance Sheet 182.13 178.24

DIVIDEND

The Board is pleased to recommend a dividend of Rs. 1.25 per preference share of Rs. 10/- each and Rs. 0.75 per equity share of Rs. 10/- each.

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs. 17,72,50,656,/- (as on 31.3.2010 at Rs. 17,33,44,864/-) after the appropriations mentioned above.

PERFORMANCE

Total income generated by the Company during the financial year was f 246.36 Lacs, as compared to Rs. 343.39 Lacs in the previous year. The Company has however been able to earn profit after tax of Rs. 100.83 Lacs for the year under review as against Rs. 162.50 Lacs during the previous year.

FUTURE OUTLOOK

During the year under review, the Company has been able to generate sizeable income on account of interest on loan, which is supplemented by rental income. The management feels that in view of recent change in credit policy of the Reserve Bank of India whereby NBFCs have lost their priority tag, it will be prudent for the Company to put emphasis on increasing income from rent and interest on loan to ensure regular flow of fund at fixed interval and to maximise profit.

LISTING WITH THE STOCK EXCHANGES

The Company's Equity Shares are listed with The Calcutta Stock Exchange Limited and Bombay Stock Exchange Limited.

DEPOSITS

The Company does not have any matured unclaimed deposit as on 31.03.2011.

DIRECTORS

Mr. R. M. Choubey retires by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-election.

Mr. N. Himatsingka resigned from the Board with effect from 30lh March, 2011 owing to his old age.

During his long association, the Company has been immensely benefited by his able guidance and active participation in the decision making process.

AUDITORS & AUDITORS' REPORT

M/S. Ray & Ray, Chartered Accountants, Kolkata, hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Ray & Ray to the effect that their reappointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company being engaged in hire purchase, leasing and other non-banking financial activities of varied nature, 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 during the year under review. However, the total outgo of foreign exchange during the year under review was Rs. 2,35,913/-

TRANSFER OF UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remain unpaid or unclaimed for a period of 7 years have been duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C(1)of the said Act.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Company has implemented the Code of Corporate Governance and a separate section has been included in this report. The report on Corporate Governance and the declaration by the Managing Director in respect of Code of Conduct for all Board Members and Senior Management personnel and the certificate issued by M/s. Ray & Ray, Statutory Auditors of the Company in confirmation of the compliance as per requirement of Clause 49 of the Listing Agreement with the stock exchanges have been set out separately in Annexure - I.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report has been appended to this report in terms of the Listing Agreement and marked Annexure - II.

SUBSIDIARY COMPANIES

The Company has no subsidiary as on the date of this report.

PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 is required to be annexed.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

ii) they have 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 March 31, 2011 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; and

iv) the annual accounts have been prepared on a going concern basis.

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.

Kolkata-700 016 For and on behalf of the Board

The 20th May, 2011 Dipankar Chatterji

Chairman

---

Mar 31, 2010

The Directors are happy to present the 39th Annual Report with the Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

2009-2010 2008-2009

Gross Income 343.39 137.52

PBDIT 215.40 (17.53)

Interest (0.93) (3.10)

Depreciation (8.42) (13.30)

PBT 206.05 (33.93)

Provision for Taxation (Net) (17.34) 1.33

Provision for F.B.T (Net) - (1.50)

Deferred Tax (26.21) 4.84

PAT 162.50 (29.26)

Appropriations

Surplus b/f from previous year 174.55 203.81

Profit available for appropriation 337.05 174.55

Proposed Dividend 74.02 -

Tax on Dividend 12.29 -

General Reserve 40.00 -

Transfer to Reserve Fund as per RBI norms 32.50 -

Surplus carried to Balance Sheet 178.24 174.55



DIVIDEND

The Board is pleased to recommend payment of dividend to the preference shareholders @ 12.5% on preference shares of Rs. 10/- each for the financial years 2008-2009 and 2009-2010. The preference shares were allotted on 04.09.2008. As such payment of dividend for financial year 2008-2009 will be on pro-rata basis whereas dividend for financial year 2009-2010 will be for the full year. The Board also recommends payment of dividend @ 10% on equity shares of Rs.10/- each i.e. Re. 1/- per equity share.

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs.17,33,44,864/- (as on 31.3.2009 at Rs.16,57,25,893/-) after the appropriations mentioned above.

PERFORMANCE

Total income generated by the Company during the financial year was Rs. 343.39 Lacs, as compared to Rs. 137.52 Lacs in the previous year. There is considerable increase in income and the Company has been able to earn profit after tax of Rs. 162.50 Lacs for the year as against loss of Rs. 29.26 Lacs sustained by the Company during the previous year.

FUTURE OUTLOOK

The traditional business of non-banking financial activities is no longer lucrative and the management is exploring other options which will ensure steady profitability in the coming years.

LISTING WITH THE STOCK EXCHANGES

The Companys Equity Shares are listed with The Calcutta Stock Exchange Ltd. and Bombay Stock Exchange Limited. Upon conversion of a portion of Equity Shares into Preference Shares, the Equity ISIN of the Company has been changed from INE858C01019 to INE858C01027 and new Preference ISIN is INE858C04013.

DEPOSITS

The Company does not have any matured unclaimed deposit as on 31.03.2010.

DIRECTORS

Mr. Dipankar Chatterji and Mr. Devashish Dabriwal retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.

Mr. Ravi Poddar resigned from the Board with effect from 07.08.2009 on personal reasons.

During his long association the Company has been immensely benefited by his able guidance and active participation in the decision making process.

AUDITORS & AUDITORS REPORT

M/s. Ray & Ray, Chartered Accountants, Kolkata, hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from M/s. Ray & Ray to the effect that their reappointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self explanatory. However, it may be noted that as no interest accrued on the principal amount of debentures after maturity and the interest on unmatured debentures were lying unclaimed and barred by law of limitation, the Board of Directors decided to write back the same to the Profit & Loss Account of the Company during the current year on the basis of the expert opinion obtained by the Company.

PAYMENT OF COMMISSION

In accordance with the Special Resolution passed in the 34th Annual General Meeting and approval received from the Central Government, 1% of the net profit is to be divided amongst the Directors not in whole-time employment of the Company in equal proportion.

No such commission was paid during the financial year 2009-10 as per decision taken by the Board of Directors.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company being engaged in hire purchase, leasing and other business of varied nature, the question of conservation of energy and technology absorption does not arise.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings or outgo in any manner during the year under review.

TRANSFER OF UNPAID DIVIDEND AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remain unpaid or unclaimed for a period of 7 years will be duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act. An amount of Rs.45,38,055/- being matured debentures, which remain unclaimed for a period of seven years from the date they became due for payment have been credited to the IEPF in the month of April, 2010.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, the Company has implemented the Code of Corporate Governance and a separate section has been included in this report. The report on Corporate Governance and the declaration by the Managing Director in respect of Code of Conduct for all Board Members and Senior Management personnel and the certificate issued by M/s. Ray & Ray, Statutory Auditors of the Company in confirmation of the compliance as per requirement of Clause 49 of the Listing Agreement with the stock exchanges have been set out separately in Annexure - I.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report has been appended to this report in terms of the Listing Agreement and marked Annexure - II.

SUBSIDIARY COMPANIES

During the year under review United Credit & Development Company Limited and United Nanotechnologies Private Limited have ceased to be the subsidiary companies of United Credit Limited in view of sale of total number of shares held by the Company.

PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 is required to be annexed.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

ii) they have 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 March 31, 2010 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; and

iv) the annual accounts have been prepared on a going concern basis.

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.

Kolkata 700 016 For and on behalf of the Board

The 28th May, 2010 Dipankar Chatterji

Chairman