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United Van Der Horst Ltd.

BSE: 522091 Sector: Engineering
NSE: N.A. ISIN Code: INE890G01013
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United Van Der Horst Ltd. (UNITEDVANDER) - Director Report

Company director report

To

The Members

United Vander Horst Limited

Your Directors presenting their 30th Annual Report on the business andoperations of the Company and statement of accounts for the year ended 31st March2017.

Financial Summary/Highlights:

During the financial year the performance of the Company is as under:

(Amounts in Rupees ‘000')

Particulars 2016-17 2015-16
Total Income 17677.40 35290.27
Less: Expenses 53045.91 45431.92
Profit/ (Loss) before exceptional and extraordinary items and tax (35368.51) (10141.65)
Exceptional items (8581) (8581)
Profit/(Loss) before extraordinary items and tax (43949.51) (1560.65)
Less: extraordinary items - -
Profit before tax (43949.51) (1560.65)
Current Tax - -
Deferred Tax (265.38) (63.79)
Profit (Loss) After Taxation (43684.12) (1496.87)

Overview of Company's Financial Performance:

During the year under review Income from Sales and Services was Rs. 17597.08/-thousands against Rs. 35030.57/- thousands in the previous year.

The Company has suffered a net loss of Rs. 43684.12/- thousands in the currentfinancial year and net loss of Rs. 1496.87/- thousands in the previous financial year.

Transfer to reserves:

During the financial year the Company did not transfer any amount to reserve.

Dividend:

Considering the fact that the Company has suffered a loss your Directors have decidednot to recommend any dividend on the equity shares for the year ended 31stMarch2017.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.

Public Deposits:

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

Subsidiaries Associate and Joint venture Companies:

As on 31stMarch 2017 according to Companies Act 2013 and rules made thereunder the Company does not have any Subsidiary Company Associate Company and JointVenture Company. Hence ‘Form AOC – 1' is not applicable.

Directors and Key Managerial Personnel:

There is no change in the composition of Directors and Key Managerial Personnel of theCompany during the year except vacation in the office of Chairman & Managing Directorof the Company due to sad demise of Mr. Inderpal Singh Sabharwal (DIN: 00359315) dated 26thOctober 2016.

Declaration by independent directors:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015).

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:

During the financial year there were no such orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.

Adequacy of Internal Financial Control:

Subject to the matters described by Statutory Auditor in their report on the financialstatements of the Company the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively.

Composition of Audit Committee:

The Audit Committee Comprises of Three Directors. There is change in composition of theAudit Committee during the financial year 2016-2017 due to sad demise of Mr. InderpalSingh Sabharwal.

Composition of Audit Committee as on 26th October 2016 are as follows:

Name of the Committee Members Designation
Mr. Vijay Chand Sambre (DIN: 00148881) Chairman
Mr. Sarbjit Singh Chaudhary (DIN: 01259845) Member
Mr. Inderpal Singh Sabharwal (DIN: 00359315) Member

Composition of Audit Committee after 26th October 2016 till 31stMarch 2017 are as follows:

Name of the Committee Members Designation
Mr. Vijay Chand Sambre (DIN: 00148881) Chairman
Mr. Sarbjit Singh Chaudhary (DIN: 01259845) Member
Ms. Rubina Inderpal Sabharwal (DIN: 03556608) Member

There were no matters during the financial year 2016-2017 wherein the Board did notaccept recommendations given by the Audit Committee.

Establishment of Vigil Mechanism:

The Company has established and adopted Vigil Mechanism and the policy (WhistleBlower Policy) thereof for directors and employees of the Company in accordance withthe provisions of Companies Act 2013 as well as regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015). During the year under reviewno personnel of the Company approached the Audit Committee on any issue falling under thesaid policy. The vigil mechanism policy is available on the website of the company atlink: http://www.uvdhl.com

Particulars of remuneration to employees:

Pursuant to the provisions of section 197 of the Companies Act 2013 read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014particulars of employees are required to be provided in the Directors' Report. Howeverhaving regard to the provisions of section 136 of the Companies Act 2013 the AnnualReport excluding the aforesaid particulars is being sent to all the members of theCompany and others entitled thereto. Any member interested in obtaining these particularswill be provided with the same upon receipt of a written request delivered at theRegistered Office of the Company.

Management Discussion and Analysis:

The Management Discussion and Analysis forms part of the Directors' Report is annexedherewith as ‘Annexure C'.

Corporate Governance Report:

As required by Chapter IV read with Schedule V Part C of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on Corporate Governance form partof this Annual Report as ‘Annexure D'

Auditors:

a) Statutory Auditors:

The existing statutory auditors M/s. Chokshi & Chokshi LLP Chartered Accountants(FRN: 101872W/ W100045) will retire upon the conclusion of the forthcoming Annual GeneralMeeting of the Company in compliance with the provisions relating to mandatory rotationof Auditors under the Companies Act 2013 and rules made thereunder. Further the Board ofDirectors recommended the appointment of M/s. Chokshi and Co. LLP Chartered AccountantsMumbai (FRN: 131228W/W100044) as Statutory Auditors of the Company from the conclusion offorthcoming Annual General Meeting till the conclusion of the Annual General Meeting to beheld for financial year ended 31st March 2022 in the financial year 2022-2023subject to ratification by the members at every Annual General Meeting.

b) Secretarial Auditor:

CS Rakesh Kapur Practising Company Secretary was appointed to conduct the SecretarialAudit of the Company for the financial year 2016-2017 as required under Section 204 ofthe Companies Act 2013 and rules made thereunder. The Secretarial Audit Report forfinancial year 2016-2017 forms part of the Directors Report as ‘Annexure B' tothe Board's report.

Explanations by the Board on qualification reservation or adverse remark or disclaimermade by the:

? Auditors in their report

The qualifications given by Auditors in their report for the financial year 2016-2017are as follows:

Auditors Qualification Directors Reply
The Company continues to prepare accounts on a going concern basis despite accumulated losses as on 31.03.2017 being more than 50% of the average net worth during the four years immediately preceding the current financial year. Net Worth of the Company is Negative.
The Management of the Company is changed after balance sheet date and the new management is examining available options to increase sales/income from operations and achieve profitability. Considering future projections revenue/cash flows the accounts have been prepared on a going concern basis by the management.
The amounts aggregating Rs.12741.39 thousand towards Trade Payable and Rs.4273.72 thousand towards Trade The amount due to/ from the parties are fully payable/recoverable no material difference is expected to arise at the time of settlement requiring accounting effect in the current financial year.
Receivables are subject to confirmation from the parties.

? Company secretary in practice in his Secretarial Audit Report:

The qualification/Observation given by the Company secretary in practice in hisSecretarial Audit Report for the financial year 2016-2017 is as follows:

Observation Directors Reply
The Company has not appointed Company Secretary in whole time employment of the Company as required to be appointed as per Section 203 of the Companies Act 2013 and rules made there under. Despite of several efforts the Company is searching and finalizing appropriate candidate for the post of whole time Company Secretary. Consequently the position of the same was vacant during the Financial Year 2016-17. The New Management of the Company will appoint whole time Company Secretary shortly.
Form - DIR 12 for the Appointment of Mr. Pritam Singh Ichpanani (DIN: 02541679) as a Director of the Company in the Annual General Meeting held on 29th September 2014 and Resignation of Ms. Baljeet Kaur Jaswant Singh Mehra as a Chief Financial Officer (CFO) of the Company dated 8th November 2015 has not been filed with Registrar of Companies Mumbai till the date of issue this certificate. Form DIR – 12 for the Appointment of Mr. Pritam Singh Ichpanani (DIN: 02541679) as a Director of the Company filed on 11th July 2017 and Form DIR - 12 Resignation of Ms. Baljeet Kaur Jaswant Singh Mehra as a Chief Financial Officer (CFO) of the Company filed on 12th June 2017 with Registrar of Companies Mumbai.

Employees Stock Option Scheme (ESOS) Sweat Equity & Shares having differentialvoting rights:

Your Company has not issued any shares to the employees of the Company under theEmployee Stock Option Scheme Sweat Equity and with differential voting rights in theprevious financial year.

Extract of Annual Return:

In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual return in the prescribed format is annexed herewith as ‘Annexure A' tothe Board's report.

Number of Meetings of the Board:

During the financial year 5 (Five) Board Meetings were held the details of which aregiven in the Corporate Governance Report forming part of the Annual Report.

Director's Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures

b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2017and of the profit/ loss of the Company for the year ended on that date;

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the accounts for the financial year ended on 31stMarch 2017 on a ‘going concern' basis.

e) that Directors had laid down adequate financial controls and that the financialcontrols were adequate and were operating effectively.

f) that Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws were in place and were adequate and operating effectively.

Policy on Director's appointment and remuneration:

Policy for Selection and Appointment of Directors and their Remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters under Sub-section (3) of Section 178 of the Companies Act 2013 adoptedand altered by the Board is annexed as ‘Annexure E' to the Board's report.

Particulars of loans guarantees or investments under Section 186:

During the financial year 2016-2017 there are no such transactions transacted by theCompany and hence particulars of details of loans guarantee security or investmentscovered under Section 186 of the Companies Act 2013 are not required to be furnished.Additionally mentioned in details in the notes to accounts of financial statements.

Particulars of contracts or arrangements made with related parties:

During the Financial Year 2016-17 all Related Party Transactions entered in to withRelated Parties were at arm's length and were in the ordinary course of the business.There were no materially significant related party transactions entered in to by theCompany with any Related Parties which require shareholders' approval. Hence particularsof related party contracts or arrangements in ‘Form AOC – 2' is notapplicable. The particulars of contracts or arrangement with Related Parties forms part ofthe notes to the Financial Statements.

Corporate Social Responsibility:

The Company is not falling in any criteria as mentioned in Section 135 of the Act readwith Companies (Corporate Social Responsibility Policy) Rules 2014 the Act. Henceprovision of CSR is not applicable to the Company.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report:

There are no material changes and commitments occurred which affect the financialposition of the Company between the end of the financial year and date of report.

Events occurred between the end of the financial year to the date of report:

The Board of Directors (‘Board') of the Company at their meeting held on 3rdMay 2017 has appointed Mr. Jagmeet Singh Sabharwal (DIN: 00270607) as AdditionalExecutive Director of the Company with immediate effect. Further subject to approval ofshareholders in ensuing Annual General Meeting the Board has approved his appointment asManaging Director of the Company for a period of three years w.e.f. 18thAugust 2017 to 17th August 2020.

Ms. Rubina Inderpal Sabharwal (DIN: 03556608) has resigned from the Designation ofWhole-Time Director & CFO of the Company with immediate effect 5th May2017.

Mr. Akshay Ashokan Veliyil (DIN: 07826136) appointed as an Additional Director of theCompany with effect from 20th May 2017 who shall hold office up to theensuing Annual General Meeting of the Company.

Mr. Kalpesh Kantilal Shah has been appointed as Chief Financial Officer (CFO) of theCompany with effect from 20th May 2017.

Ms. Sonal Singh (DIN:01277322) appointed as an Additional Independent Director (WomanDirector) of the Company with effect from 3rd August 2017 who shall holdoffice up to the ensuing Annual General Meeting of the Company.

Mr. Ushpal Singh Sabharwal (DIN: 00148806) has been appointed as Additional Director ofthe Company with effect from 1st June 2017 who shall hold office up to theensuing Annual General Meeting of the Company and resigned with effect from 10thJune 2017. Whereas he has passed away on 14th June 2017.

Mr. Vijaychand Devichand Sambre (DIN: 00148881) has resigned from the Designation ofIndependent Director of the Company with immediate effect 22nd June 2017.

Due to Death of Mr. Inderpal Singh Sabharwal on 26th October 2016 and Mr.Ushpal Singh Sabharwal on 14th June 2017 Promoters of the Company sharesheld by Mr. Inderpal Singh Sabharwal has been transmitted to Mr. Jagmeet Singh SabharwalNominee of shares of Mr. Inderpal Singh Sabharwal and shares held by Mr. Ushpal SinghSabharwal has been transmitted to Ms. Rajpal Kaur Sabharwal joint holder of shares of theCompany with Mr. Ushpal Singh Sabharwal on 2nd August 2017.

Pursuant to the MCA notification dated February 16 2015 regarding the Companies(Indian Accounting Standards) Rules 2015 as amended the Company has adopted IndianAccounting Standards with effect from April 1 2017.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo: A. Conservation of Energy Technology Absorption:

1. Steps taken or impact on conservation of energy:

All the manufacturing facilities continued their efforts to reduce the specific energyconsumption. Specific and total energy consumption is tracked at individual block leveland also at consolidated manufacturing level. Apart from regular practices and measuresfor energy conservation many new initiatives were driven across the units. Some of themare mentioned below:

• Use of natural Lightning and natural ventilation

• Switch off electrical appliances whenever not required.

• LED Lights in office in place of CFL in offices

• Encouraging Go Green Initiatives

2. The steps taken by the Company for utilizing alternate sources of energy:

The manufacturing units continue to put in effort to reduce specific energyconsumption. The Company is still evaluating other sources of energy.

3. Capital investment on energy conservation equipment's:

During the Financial Year the Company has not made any new investments in the energyconservation equipment's which is Capital in nature.

B. Technology Absorption:

Efforts made towards technology absorption: The Company has on ongoingbasis absorbed the technology for manufacturing of products and major up gradation processwas carried out to reduce the cost.

Benefits derived as a result of the above efforts: Product improvementcost reduction product development etc. The Company is still in Process of developing theways for technology absorption adaptation and innovation.

In case of imported technology (imported during the last 3 years reckonedfrom the beginning of the financial year): No new technology has been imported duringthe year.

Expenditure Incurred on Research and Development: The New Management ofthe Company is in process to spend amount for research and development.

C. Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows are as follows:

Foreign Exchange Earning - NIL
Foreign Exchange Outgo - NIL

Risk Management Policy and Compliance Framework:

Risk Management policy of the Company has been developed and implemented recommendedby the Audit Committee and approved by Board of Directors. In the opinion of the board thebelow given risks may threaten the existence of the Company:

External Risk Factors:

a. Economic Environment

b. Market conditions

c. Competition

d. Technology

Internal Risk Factors:

a. Contractual Compliance

b. Environmental Management

c. Human Resource Management

d. Change in the Management

Board Evaluation:

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and Individual Directors. ScheduleIV of the Companies Act 2013 and regulation 17 (10) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 states that the performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The evaluation of all the directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board.

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistancesupport and co-operation received from the Financial Institutions Banks GovernmentAuthorities and Shareholders during the year under review.

On behalf of the Board of Directors

For United Vander Horst Limited

SD/-

Jagmeet Singh Sabharwal

Chairman & Managing Director

DIN: 00270607

Add: 1302 Ocean View Union

Park Pali Hill Khar (W)

Mumbai-400052

Date: 18/08/2017

Place: Mumbai