United Van Der Horst Ltd.
|BSE: 522091||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE890G01013|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 522091||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE890G01013|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
United Vander Horst Limited
Your Directors presenting their 28th Annual Report on the business and operations ofthe Company and statement of accounts for the year ended 31st March 2015.
During the financial year the performance of the Company is as under:
(Amounts in Rupees '000')
Overview of Company's Financial Performance
During the year under review Income from Sales and Services was Rs. 52566/- thousandsagainst Rs. 61719/- thousands in the previous year.
The Company has suffered a net loss of Rs. 9275/- thousands in the current financialyear against the net profit of Rs. 3199 /- thousands in the previous financial year.
Transfer to reserves
During the financial year the Company did not transfer any amount to reserve.
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 March 31 2015.
Change in the nature of business
There was no change in the nature of business of the Company during the financial year.
During the financial year 2014-15 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 March 31 2015 according to Companies Act 2013 and rules made there under theCompany does not have any Subsidiary Company Associate Company and joint venture Company.
Directors and Key Managerial Personnel
Mr. Inderpal Ushpalsingh Sabharwal (holding DIN - 00359315) Director of the Companyis liable to retire by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for reappointment. Your Directors recommend his re-appointment.
The Nomination and Remuneration Committee of the Board of Directors (Board)had recommended to the Board appointment of Mrs. Baljeet Kaur Mehra as Chief FinancialOfficer of the Company and Mrs. Rubina Inderpal Sabharwal (holding DIN - 03556608) asAdditional Woman Director of the Company. The Board on recommendation of said committeehad accorded their approval for appointment of Mrs. Baljeet Kaur Mehra as Chief FinancialOfficer and Mrs. Rubina Inderpal Sabharwal as Additional Woman Director of the Companyw.e.f. 26th March 2015 in accordance with the applicable provisions and rules of theCompanies Act 2013.
In terms of Section 160 161 and any other applicable provisions of the Companies Act2013 Mrs. Rubina Inderpal Sabharwal is proposed to be regularized as the Directors of theCompany liable to retire by rotation. Appropriate resolution seeking your approval forthe same has already been included in the Notice of the Annual General Meeting.
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 Clause 49 of the Listing Agreement.
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and companys 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 companys operations in future.
Adequacy of Internal Financial Control
The Board has adopted the policies and procedures for ensuing the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding the assets the prevention and detention of frauds and errors the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosure.
Composition of Audit Committee
The Audit Committee comprises of three Directors. Composition of the Audit Committeeduring the financial year 2014-2015 is as follows:
There were no matters during the financial year 2014-2015 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 (Whistle BlowerPolicy) thereof for directors and employees of the Company in accordance with theprovisions of Companies Act 2013 as well as listing agreement. During the year underreview no personnel of the Company approached the Audit Committee on any issue fallingunder the said policy.The vigil mechanism policy is available on the website of thecompany at link: 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.However having regard to the provisions of section 136 of the Companies Act 2013 theAnnual Report excluding the aforesaid particulars is being sent to all the members ofthe Company and others entitled thereto. Any member interested in obtaining theseparticulars will be provided with the same upon receipt of a written request delivered atthe Registered Office of the Company
Management Discussion and Analysis
The Management Discussion and Analysis forms part of the Directors Report isannexed herewith as Annexure A.
Corporate Governance Report
As required by clause 49 of the Listing Agreement with the Stock Exchange (s) a reporton Corporate Governance and a certificate confirming compliance with requirement ofCorporate Governance forms part of this Annual Report. (Annexure B)
a) Statutory Auditors
M/s. Chokshi & Chokshi LLP Chartered Accountants (FRN: 101872W / W100045) werereappointed as the Statutory Auditors of the Company in 27th Annual general meeting tohold office till the conclusion of third consecutive annual General Meeting i.e. for thefinancial year ended 31st March 2017 as per the provisions of Section 139 of theCompanies At 2013. They have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules framed there under for reappointment as Auditors of theCompany.
b) Secretarial Auditor
CS Rakesh Kapur Practising Company Secretary was appointed to conduct the secretarialaudit of the Company for the financial year 2014-2015 as required under Section 204 ofthe Companies Act 2013 and Rules thereunder. The secretarial audit report for financialyear 2014-2015 forms part of the Directors Report as Annexure C to theBoards 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 2014-2015are as follows:
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 2014-2015 is as follows:
Employees Stock Option Scheme (ESOS)
Your Company has not issued any shares to the employees of the Company under theEmployee Stock Option Scheme in the previous 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 D tothe Boards report.
Number of Meetings of the Board
During the financial year 6 (Six) Board Meetings and 5 (Five) Audit Committee Meetingswere held the details of which are given in the Corporate Governance Report forming partof the Annual Report.
Directors 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) thatin the preparation of the accounts for the financial year ended on 31st March 2015 theapplicable accounting standards have been followed along with proper explanation relatingto 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 March 31 2015 andof 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 2015 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 Directors 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 adoptedby the Board is annexed as Annexure E to the Boards report.
Particulars of loans guarantees or investments under Section 186
During the financial year 2014-2015 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.
Particulars of contracts or arrangements made with related parties
During the Financial Year 2014-15 all Related Party Transactions entered in to withRelated Parties were at arms 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 not applicable. Theparticulars of contracts or arrangement with Related Parties forms part of the notes tothe 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 affecting financial position between theend of the financial year and date of Boards Report.
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
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 evaluating other sources of energy.
3. Capital investment on energy conservation equipments: During the Financial year theCompany has not made any new investments in the energy conservation equipments which isCapital in nature.
B. Technology Absorption
Efforts made towards technology absorption: The Company has on ongoing basisabsorbed the technology for manufacturing of products and major up gradation process wascarried out to reduce the cost.
Benefits derived as a result of the above efforts: product improvement costreduction product development etc. The Company is in Process of Developing the ways fortechnology absorption adaptation and innovation.
In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year): no new technology has been imported during the year.
Expenditure Incurred on Research and Development: The Company is in process tospend some amount for research and development as to reduce cost and improve the qualityof product.
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.
Foreign Exchange Earning - Nil
Foreign Exchange Outgo Rs.544910/-
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 their Meeting held on 26thMarch 2015. In the opinion of the board the below given risks may threaten the existenceof the Company:
External Risk Factors
a. Economic Environment and Market conditions
b. Political Environment
Internal Risk Factors
a) Contractual Compliance
b) Environmental Management
c) Human Resource Management
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report.
Your Directors would like to express their grateful appreciation for the assistancesupport and cooperation received from the Financial Institutions Banks GovernmentAuthorities and Shareholders during the year under review. Your Directors would also liketo take this opportunity to express their appreciation to the dedicated and committedemployees of the Company towards the achievement of short term and long term goals of theCompany.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
1. INDUSTRY STRUCTURE AND DEVELOPMENTS:
Your Company operates in the Designing manufacturing and supplying of marine engineparts 2 stroke & 4 strokes. Designing manufacturing and supplying of Hydraulic /Pneumatic cylinders and also provides reconditioning repairing and maintenance service.The major customers are Shipping Companies Oilfield Companies Chemical and FertilizerSteel and Mining Cement Companies etc. These Companies make use of our facilities forrepair and save on replacement cost through utilization of services on lower side withAPI certification oilfield companies in particular and industry in general are benefitteddue to procedures and quality systems in place.
2. OPPORTUNITIES AND THREATS:
The most important threat continues to be competition from low cost products. Manpowercosts are rising as many large companies are mopping the available talent pool supply ofwhich is limited. Thus for small and mid-range companies retaining high quality manpoweris a concern.
3. SEGMENT-WISE PERFORMANCE:
The Company is catering to Design Manufacture and Supply of Marine Engine Parts 2stroke & 4 strokes. Design Manufacture and Supply of Hydraulic / Pneumatic cylindersup to 1500 mm dia and 10 mtr length Design Manufacture Flanged connectors Other Endconnectors and Ring Gaskets at PSL1 through PSL3 Repair / Remanufacture Hydraulic /Pneumatic Cylinders Flanged connectors Other End connectors Ring gaskets at PSL 1through PSL 3 Ram BOP and Annular BOP Marine & Land Engines 2 stroke and 4 stroke.The turnover performance information is given as under:-(Amount in Rs.000)
The Companies turnover for the year 2014-15 has been Rs. 52565870/- as compared tolast year figure of Rs.61718630/- there has been decreased in turnover in current year.The Company has made a loss of Rs. 9275000/- against profit of Rs. 3199110/- of lastyear.
Your Company keeping pace with the overall market scenario has grown significantly.The Management expects to continue this trend in the years to come subject to favorablemarket conditions and stable economic policies.
5. RISK AND CONCERNS:
The Company concentrates on reconditioning and refurbishing activities specificallybeing the core business since its inception. Company is doing various research activitieswhich will mitigate the risk and reduce the cost of the Company. There are some non compliances or delay in giving of intimation to regulatory authorities on the part of theCompany and the Company is in process to comply with the same and also will take care ofall the compliances in the future.
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal control systems covering all its operations.Proper accounting records highlight the economy and efficiency of operations safeguardingof assets against unauthorized use or losses and the reliability of financial andoperational information.
Some of the significant features of internal control system are:
Financial and Commercial functions have been structured to provide adequatesupport and control of the business.
Risk Management policy has been adopted by the Company.
The Company has an Internal Audit System conducted by the internal auditor ofthe Company. Standard operating procedures and guidelines are reviewed periodically toensure adequate control.
7. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
The Companys revenue from operations has declined as compared to the previousfinancial year ended 31st March 2014 for which it was Rs 61718630/- whereas for thefinancial year ended 31st March 2015 Rs. 52565870/-
8. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIAL RELATIONS FRONTINCLUDING NUMBER OF PEOPLE EMPLOYED:
The Company has total 29 permanent employees and seven workers. Your Companycontinuously endeavors to improve the work environment for its employees. Competitivecompensation package innovative and challenging environment to work transportationfacilities etc. are some of the steps taken by the Company for the welfare of itsemployees.
CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement)
1. Corporate Governance Philosophy
Corporate Governance is a system by which an organization is managed and controlledwithin the parameters laid down by regulatory bodies. The Company is committed to goodCorporate Governance and to be an active and responsible corporate citizen wherever itdoes business. The Company fully understands that Corporate Governance is a key element inenhancing overall stakeholders value. The Company continuously strives to achievebusiness excellence and reach higher standards in conducting its corporate and businessaffairs through transparency accountability empowerment and integrity keeping in mindthe interest of all stakeholders. The Company makes continuous efforts to adopt the bestCorporate Governance practice which goes beyond the regulatory framework.
The Company has articulated and implemented its corporate values across all itsbusiness establishments and continuously monitors its effectiveness through variousprocesses apart from initiating the process of Corporate Governance in compliance withClause 49 of the Listing Agreement with Stock Exchange(s) details of which are enumeratedin the paragraph here-in-below.
The Company has adopted the five core values to shape the Companys thinking andconduct. These Corporate values are briefly described below:
a) Customer Centric: Customer would be the reason for Companys existence.
b) Reliability: The Company shall make sure that the products and services it offersand the commitment it makes to stakeholders are most reliable.
c) Result Orientation: The Company shall achieve its results with utmost grit anddetermination against all odds.
d) Trust and Integrity: The Company shall endeavor continuously to build trust in itsdealings with all its stakeholders and perceived as a Company with people of highintegrity.
e) Openness and Transparency: The Company shall create a work culture where openness todialogue expressing ones point of view frankly is encouraged and shall betransparent in providing reliable and pertinent information.
2. Board of Directors A) Composition:
In terms of the Companys Corporate Governance Policy all statutory and othersignificant material information are placed before the Board to enable it to discharge itsresponsibility of strategic supervision of the Company.
The Board of Directors (Board) of the Company is a balanced Boardcomprising of Executive and Non-Executive Directors. Mr. Ushpal Singh Sabharwal was theChairman of the Board of the Company till 6th July 2015 and Mr. Inderpal Singh Sabharwalhas appointed as Chairman of the Board of the Company w.e.f. August 14 2015. Whereasmajority of the board members are Non-executive Directors and Independent Directors
The following is the composition of the Board as on 31st March 2015:
The Company has thus complied with the requirement of having at least half of the Boardmembers comprising of Independent and Non-executive Directors. Following are the status ason 31st March 2015.
* Excludes Directorship held in Private Companies Foreign Companies Companies formedunder Section 25 of the Companies Act 1956 & 2013 and Directorship held as analternate Director
# Committee includes Audit Committee Shareholders/Investor's Grievance CommitteeNomination & Remuneration Committee. It also includes Membership/Chairmanship ofUnited Vander Horst Limited.
B) Meetings and Attendance:
During the financial year ending on 31st March 2015 6 meetings of the Board ofDirectors were held as follows and gap between two meetings were well within a period of120 days:-
The attendance at the Board Meetings and at the Annual General Meeting (AGM) during thefinancial year is as follows:
3. COMMITTEES OF THE BOARD
Currently there are Three Committees of the Board such as Audit CommitteeStakeholders Relationship Committee and Nomination & Remuneration Committee. The termsof reference to the Board Committees are determined by the Board from time to time.Meetings of each Committee are convened by the respective Committee Chairman. The minutesof the Committee meetings are placed for information and noting of the Board.
A. Audit Committee
(i) Brief description of Terms of Reference:
The roles powers and functions of Audit Committee specified by the Board are inconformity with the requirements of clause 49 of the Listing Agreement as well as Section177 of the Companies Act 2013. Terms of reference of the Committee includes inter alia;
1. Overseeing the Companys financial reporting process and the disclosure of itsfinancial information to ensure correctness sufficiency and credibility of theCompanys Financial Statements.
2. Recommending to the Board the appointment and removal of external and internalauditors and fixation of their remuneration.
3. Approving the payments to statutory auditors for other services rendered by them.
4. Reviewing with the management and external auditors annual financial statements andresults and auditors report thereon before submission to the Board for approvalwith particular reference to:
Matters required to be included in the Directors Responsibility Statementto be included in the Boards report in terms of clause (c) of section 134 of theCompanies Act 2013 .
Changes if any in accounting policies and practices and reasons for the same.
Major accounting entries involving estimates based on the exercise of judgmentby management.
Significant adjustments made in the financial statements arising out of auditfindings.
Compliance with listing and other legal requirements relating to financialstatements.
Disclosure of any related party transactions.
Qualifications in the draft audit report.
5. Reviewing with the management the quarterly financial statements before submissionto the Board for approval.
6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.
7. Review and monitor the independence and performance and effectiveness of auditprocess.
8. Approval or any subsequent modification of transactions of the company with relatedparties.
9. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.
10. Reviewing findings of internal investigations by the Internal Auditors into matterslike suspected frauds / irregularities / failures of internal control systems of materialnature and reporting to the Board thereon.
11. Discussing pre audit discussion about nature and scope of statutory audit and postaudit discussion on areas of concern.
12. Discuss with Internal Auditors any significant finding and follow up thereon.
13. To look into the reasons for substantial defaults in the payment to the debentureholders shareholders (in case of non payment of declared dividends) and creditors.
14. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.
15. Reviewing issues related to risk management and compliances.
16. Reviewing financial statements including Investments by subsidiary Companies.
17. Reviewing the functions of the Whistle Blower mechanism.
18. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
19. Scrutiny of Inter-Corporate loans & investments.
20. Valuation of undertakings or assets of the company wherever it is necessary.
21. Evaluation of internal financial controls and risk management systems.
22. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems.
23. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.
ii) Composition of the Committee Name of the members and the Chairman and Attendance:
The Audit Committee comprises of three Directors and majority are of independentDirectors. The Chairman and other Members of the Committee are having ability to read andunderstand financial statement. Besides all members have knowledge of finance accountingand law. Composition of the Audit Committee during the year 2014-15 and status of theattendance of the members was as follows:
iii) Meetings of the Audit Committee:
The Audit Committee met five times during the financial year 2014-15 i.e. on 28th May2014 14th August 2014 15th November 2014 13th February 2015 and 26th March 2015.Necessary quorum was present at all the meetings of the Committee held during the yearunder review.
The Chairman of the Audit Committee Mr. Vijaychand Sambre was present at the 27thAnnual General Meeting and replied to the shareholders queries. The representativeof the statutory auditor has attended the meetings as invitee.
B) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted pursuant to Section 178 ofCompanies Act 2013 and Clause 49 of the Listing Agreement with Stock Exchanges to fixcompensation / remuneration for Managing / Whole-time Directors KMP and relative ofDirectors.
i) Terms of Reference:
The Nomination and Remuneration Committee is empowered to determine inter-aliainclude the following:
1. Formulate and review from time to time the policy for selection and appointment ofDirectors Key Managerial Personnel and Senior Management employees and theirremuneration.
2. Identifying and selection of candidates for appointment as Directors / IndependentDirectors based on certain laid down criteria
3. Identifying potential individuals for appointment as Key Managerial Personnel and toother Senior Management positions
4. Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board.
ii) Composition Name of the Member Chairperson and Attendance at Meetings:
The Nomination and Remuneration Committee comprises of three Directors. The Chairman ofthe Committee is a Non-Executive and Independent Director. Composition of the Nominationand Remuneration Committee during the year 2014-15 and status of the attendance of themembers was as follows
The Committee met one time during the financial year 2014-15 on 26th March 2015.
iii) Remuneration Policy
The Company follows a policy on remuneration to Directors Key Managerial Personnel andSenior Management and other employees. The remuneration policy of the Company isstructured in order to retain motivate and promote talent and to ensure long termsustainability of talented managerial persons and create competitive advantage. TheRemuneration Policy is appended as 'Annexure E' to this Report.
(C) Stakeholders Relationship Committee:
(i) Composition and Status of the Attendance:
The Company has a Stakeholders Relationship Committee. The Committee is headed by Mr.Vijaychand Sambre an Independent - Non-Executive Director and comprises of the followingmembers in the financial year 2014-15:
The Committee met five times during the financial year 2014-15 on 1st April 2014 28thMay 2014 14th August 2014 15th November 2014 and 13th February 2015. Mr. InderpalSingh Sabharwal has been appointed as the Compliance Officer.
(ii) Complaints/request received from Shareholders during the period 1st April 2014 to31st March 2015 and its status:
During the financial year 2014-2015 no complaints were received fromshareholders of the Company.
During the year there were no pending complaints of shareholders.
(a) Disclosure on Related Party Transactions:
Related Party transactions during the year have been disclosed in Notes forming Part offinancial statement as per the requirements of "Accounting Standard 18 RelatedParty Disclosure" issued by the Institute of Chartered Accountants of India. The samewere placed before the Audit Committee from time to time as required. None of thesetransactions have any potential conflict with the interests of the Company. No relatedparty transaction was outside the normal course of business of the Company and all relatedparty transactions were entered on arms length basis.
(b) Details of non-compliance by the Company penalties and strictures imposed on theCompany by the Stock Exchanges or SEBI or any statutory authorities or any matter relatedto capital markets during the last three years: There are some non - compliances madeby the Company in preceding three financial years and hence in consequences the companyhas been suspended from the trading in the last financial year.
(c) Whistle Blower policy and affirmation that no personnel has been denied access tothe audit committee:
The Company has adopted the Whistle Blower Policy and placed it on the website of theCompany. During the period under review no personnel of the Company have been deniedaccess to the Audit Committee on any issue falling under the said policy.
(d) Remuneration to Directors
Remuneration to Executive Directors
During the financial year 2014-15 the Company has paid remuneration to its ExecutiveDirectors as per details given below:
Sitting Fees to Independent Director:
Sitting Fees of Rs.6000/- Paid to Mr. Vijaychand Sambre.
(e) Details of compliance with the mandatory requirements and adoption of thenon-mandatory requirements of this clause:
The Company has complied with all the mandatory requirements as stipulated under Clause49 of the Listing Agreement with the Stock Exchanges. The Chairman of the Audit CommitteeMr. Vijaychand Sambre was present at the 27th Annual General Meeting and replied to theshareholders queries. Further the Company has not adopted non-mandatory requirementof Clause 49 of the listing agreement.
(f) Evaluation: Pursuant to the provisions of the Companies Act 2013 and Clause 49of the Listing Agreement the Board has carried out the annual performance evaluation ofits own performance the Directors individually as well as the evaluation of the workingof all its Committees. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of theBoards functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
6. GENERAL BODY MEETINGS
The Annual General Meetings (AGMs) of the Company have been held at the registeredoffice of the Company at E.29/30 MIDC Taloja Navi Mumbai - 410208 in the last threeyears at the time and date given below:
No resolution was passed through postal ballot last year. Also no resolution isproposed to be passed through postal ballot.
7. MEANS OF COMMUNICATION
1. The quarterly and annual results of the Company are submitted to the Bombay StockExchange Ltd. The result(s) were published in Business Standard andMumbai Lakshadip. The Annual report is also posted to all shareholders.
2. In compliance of Clause 47 (f) of the listing agreement the Company has created e-mail id email@example.com exclusively to redress investors/shareholders grievances andmaintain relationship with them.
8. GENERAL SHAREHOLDERS INFORMATION
(a) Particulars of ensuing Annual General Meeting:
(f) Stock Market data:
(i) Monthly high and low quotations of the Company's shares on BSE during the financialyear 2014-2015 are as follows During the Financial Year 2014-15 there has beenno trading in shares of the Company as the Company has been suspended from the Trading.
(ii) Performance in comparison to broad based indices such as BSE Sensex CRISIL Indexetc During the Financial Year 2014-15 there has been no trading in shares ofthe Company as the Company has been suspended from the Trading.
(g) Registrar and Transfer Agents:
(h) Share Transfer System:
The Company's shares being in demat mode are transferable through the depositorysystem. Shares in physical form are transferable through Company's Registrar & ShareTransfer Agent.
(i) Distribution of Shareholding as on 31st March 2015:
(j) Status of dematerialization of shares and liquidity as on March 31 2015
*There are 650 Equity Shares which are partly paid up
(k) Outstanding GDR / ADR / Warrants Convertible Bonds and any other ConvertibleInstruments Conversion dates and its likely impact on the equity:
No GDR/ ADR are outstanding as at 31st March 2015.
No warrants are outstanding as at 31st March 2015.
(l) Plant Location: E.29/30 MIDC Taloja Navi Mumbai - 410208 Maharashtra
(m) Address for Investor Correspondence:
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2015
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
M/s. UNITED VANDER HORST LIMITED E.29/30 MIDC TALOJA RAIGAD MAHARASHTRA: 410208INDIA.
CIN: L45200MH1974PLC017653 AUTHORISED CAPITAL RS. 50000000/-
I CS Rakesh Kapur Practising Company Secretary have conducted the secretarial auditof the compliance of applicable statutory provisions and the adherence to good corporatepractices by M/s. United Vander Horst Limited CIN: L45200MH1974PLC017653 (hereinaftercalled the company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.Based on my verification of the M/s. United Vander Horst Limiteds books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on31.03.2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s United Vander Horst Limited ("the Company") for thefinancial year ended on 31.03.2015 according to the provisions of:
(i) The Companies Act 2013 and the Companies Act 1956 (to the extent applicable) theAct and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Byelaws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011. The Company has not received any disclosure under Regulation29 and 30.
(b) The Company has complied with The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 1992.
However the Company has adopted the prescribed code of conduct under the Regulations.
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) regulations 1993 regarding the Companies Act and dealing with client;
(vi) As informed to me the following other Laws specifically applicable to the Companyas under:
1. The Employees Provident Funds and Miscellaneous Provisions Act 1952
2. Employees State Insurance Act 1948
3. Equal Remuneration Act 1976
3. The Industrial Employment (Standing Orders) Act 1946
4. Maternity Benefit Act 1961
5. The Minimum Wages Act 1948
6. The Payment of Wages Act 1936
7. The Negotiable Instruments Act 1881
8. The Water (Prevention and Control of Pollution) Act 1974
9. The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
The Company has not constituted an internal complaints Committee.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards relating to General and Board Meeting Minutes issued by TheInstitute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited Mumbai.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to theobservations mentioned in this report.
In respect of other laws specifically applicable to the Company I have relied oninformation/records produced by the Company during the course of my audit and thereporting is limited to that extent.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. All decisions of the board were unanimous and the same wascaptured and recorded as part of the minutes.
I further report that there is scope to improve the systems and processes in thecompany and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines.
I further report that during the Financial Year 2014-15The Company has not appointedCompany Secretary in whole time employment of the Company as required to be appointed asper Section 203 of the Companies Act 2013 and rules mad there under.
I further report that during the audit period there were no instances of: (i)Public/Right/Preferential issue of shares / debentures/ sweat equity. (ii) Redemption /buy-back of securities
(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013
(iv) Merger / amalgamation / reconstruction etc.
(v) Foreign technical collaborations
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178 of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board of Directors of every listed Company shall constitute the Nominationand Remuneration Committee.
The Nomination and Remuneration Committee is formulated in compliance with Section 178of the Companies Act 2013 read along with the applicable rules thereto and Clause 49 ofthe Listing Agreement.
The Remuneration Policy of the Company is designed to attract motivate and retainmanpower in a competitive and international market. The policy reflects the Companysobjectives for good corporate governance as well as sustained long-term value creation forshareholders.
i. "Board" means Board of Directors of the Company.
ii. "Company" means "United Vander Horst Limited"
iii. "Independent Director" means a director referred to in Section 149 (6)of the Companies Act 2013.
iv. "Key Managerial Personnel" (KMP) means
(i) Chief Executive Officer or the Managing
Director or the Manager
(ii) Company Secretary
(iii) Whole-time Director
(iv) Chief Financial Officer and
(v) Such other officer as may be prescribed.
v. "Nomination and Remuneration Committee" shall mean a Committee of Board ofDirectors of the Company constituted in accordance with the provisions of Section 178 ofthe Companies Act 2013 and the Listing Agreement.
vi. "Policy or This Policy" means "Nomination and RemunerationPolicy."
vii. "Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.
viii. "Senior Management" mean personnel of the Company who are members ofits core management team excluding Board of Directors. This would include all members ofmanagement one level below the executive directors including all the functional heads.
The Remuneration Policy applies to the Companys senior management including itsKey Managerial Person and Board of Directors.
The Key Objectives of the policy would be:
1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management
2. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
4) GUIDING PRINCIPLES:
The Policy ensures that:
1. The Committee while designing the remuneration package considers the level andcomposition of remuneration to be reasonable and sufficient to attract retain andmotivate the person.
2. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and
3. The Committee considers that a successful remuneration policy must ensure that asignificant part of the remuneration package is linked to the achievement of corporateperformance targets.
5) TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE:
1. To formulate a criteria for determining qualifications positive attributes andindependence of a Director.
2. Formulate criteria for evaluation of Independent Directors and the Board.
3. Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy.
4. To carry out evaluation of every Directors performance.
5. To recommend to the Board the appointment and removal of Directors and SeniorManagement.
6. To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.
7. Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks
8. To devise a policy on Board diversity.
9. Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal
10. Recommend to the Board remuneration including salary perquisite and commission tobe paid to the Companys Executive Directors on an annual basis or as may bepermissible by laws applicable.
11. Recommend to the Board the Sitting Fees payable for attending the meetings of theBoard/Committee thereof and any other benefits such as Commission if any payable tothe Non- Executive Directors.
12. Setting the overall Remuneration Policy and other terms of employment of Directorswherever required.
13. Removal should be strictly in terms of the applicable law/s and in compliance ofprinciples of natural justice
14. To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.
15. To perform such other functions as may be necessary or appropriate for theperformance of its duties.
6) Appointment and Removal of Director KMP and Senior management Appointment ofdirector (including independent directors):
The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend to the Board his / her appointment.
The Committee has discretion to decide whether qualification expertise and experiencepossessed by a person are sufficient / satisfactory for the concerned position.
As per the applicable provisions of Companies Act 2013 Rules made there under andClause 49 of Listing Agreement the Nomination and Remuneration Committee shall havediscretion to consider and fix any other criteria or norms for selection of the mostsuitable candidate/s.
7) Criteria for appointment of KMP/Senior Management:
To possess the required qualifications experience skills & expertise toeffectively discharge their duties and responsibilities
To practice and encourage professionalism and transparent working environment.
To build teams and carry the team members along for achieving thegoals/objectives and corporate mission.
To adhere strictly to code of conduct.
8) Removal :
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management subject to the provisions and compliance of the said Act rules andregulations.
9) POLICY RELATING TO REMUNERATION OF DIRE CTORS KM P & SENIOR MANAGEMENTPERSONNEL:
No director/KMP/ other employee is involved in deciding his or her ownremuneration.
The trend prevalent in the similar industry nature and size of business is keptin view and given due weight age to arrive at a competitive quantum of remuneration.
Improved performance should be rewarded by increase in remuneration and suitableauthority for value addition in future.
Remuneration packages should strike a balance between fixed and incentive paywhere applicable reflecting short and long term performance objectives appropriate to theCompanys working and goals.
Provisions of law with regard making payment of remuneration as may be applicable arecomplied.
Whenever there is any deviation from the Policy the justification /reasonsshould also be indicated / disclosed adequately.
Executive remuneration is proposed by the Committee and subsequently approved bythe Board of Directors. Executive remuneration is evaluated annually against performance.In determining packages of remuneration the Committee may take the advice of theChairman/ Managing Director of the Company.
The annual variable pay of senior managers is linked to the performance of theCompany in general and their individual performance for the relevant year measured againstspecific Key Result Areas which are aligned to the Companys objectives.
10) Following criteria are also to be considered:
Responsibilities and duties ; Time & efforts devoted; Value addition; Profitabilityof the Company & growth of its business; Analyzing each and every position and skillsfor fixing the remuneration yardstick ;
There should be consistent application of remuneration parameters across theorganisation.
The policy shall be reviewed by the Nomination & Remuneration Committee and theBoard from time to time as may be necessary.
This policy has been recommended by the Nomination & Remuneration Committee andapproved and adopted by the Board of Directors of the Company in their meeting held on26th March 2015.