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United Van Der Horst Ltd.

BSE: 522091 Sector: Others
NSE: N.A. ISIN Code: INE890G01013
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NSE 05:30 | 01 Jan United Van Der Horst Ltd
OPEN 68.00
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VOLUME 756
52-Week high 106.55
52-Week low 18.10
P/E 11.79
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 68.00
CLOSE 68.00
VOLUME 756
52-Week high 106.55
52-Week low 18.10
P/E 11.79
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

United Van Der Horst Ltd. (UNITEDVANDER) - Director Report

Company director report

To

The Members

United Van Der Horst Limited

Your Company's Board of Directors ("Board") are pleased to present the 34thAnnual Report of United Van Der Horst Limited (‘UVDHL') on the Business andOperations along with the audited financial statements for the Financial Year ended on 31stMarch 2021.

Financial Summary / Highlights:

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

(Amounts in‘000)

Particulars 2020-2021 2019-2020
Total Income 93992.48 78350.19
Less: Expenses 82142.36 78239.52
Profit/(Loss) before exceptional items and tax 11850.12 110.66
Exceptional items - -
Profit before tax 11850.12 110.66
Less: Current Tax - -
Less: Deferred Tax 8238.26 (13287.80)
Net Profit (Loss) for the period before Comprehensive Income 3611.86 13398.46
Other Comprehensive Income (96.65) (91.80)
Total Profit/(Loss) 3515.21 13306.66

Overview of Company's Financial Performance:

The Company continues to strengthen and to build a strong product lines for the futureand invested in bringing operational efficiencies to improve the quality of products. Thecompany is also devoting a lot of efforts in research and development of new technologywhich will result into substantial growth of the company in future. During the year underreview your company has achieved Revenue from Operations and including other Income ofRs. 93992.48 thousands as compared to Rs. 78350.19 thousands in the previous year. Afterdeducting Expenses and Exceptional Items there was profit of Rs. 11850.12 thousands ascompared to Profit of Rs. 110.66 thousands during the previous year. After providing fortaxes and other adjustments the current year earned profit at Rs. 3515.21 thousands ascompared to Profit of Rs. 13306.66 thousands during the previous year.

Impact of Covid-19

The COVID-19 pandemic has caused a huge disruption creating an unpredictable impact onthe financial well-being of nations small and medium enterprises and retailer's segments.The lockdown has affected the sales of the company to a moderate extent during thefinancial year 2020-21.

The Company is mainly engaged in the business of providing Re-conditioningRe-standardizing Reverse Engineering & Manufacturing services to most of the coresectors such as Marine Oil Field Power Plants Petrochemicals Mining and other majorprocessing industries by combining the patented ‘Porous Krome' and hard chromeplating techniques with highly specialized welding processes. Due to the uncertaintiesduring this pandemic COVID-19 which continues to be a national and global crisis we areunable to gauge the overall economic impact in the near term and it may further impactbusiness.

However Due to recent surge in Covid-19 cases since March 2021 few states re-enforcedlockdown like restrictions for a short period which currently is not expected to have anysignificant impact on company's operations/ results. The company continues to remainvigilant and cautious in this regard.

Transfer to reserves:

Your Company has proposed not to transfer any amount to the general reserve for theFinancial Year 2020-2021.

Dividend:

With a view to conserve resources for Company's future requirements your directorshave not recommended any dividend for the year under consideration. Even though theCompany has seen growth this year the directors are of the opinion that keeping in mindcurrent economic Scenario profits needs to be preserve so that they can be utilized in thecompany's need of hour.

Change in the nature of business:

There has not been any change in the nature of business of the Company during theFinancial Year ended on 31st March 2021.

Material changes and commitment if any affecting the financial position of theCompany:

No material changes or commitments have occurred between the end of the financial yearon 31st March 2021 and the date of this report which may affect the financialposition of the Company save and except the close-down resulting due to the pandemicCovid-19 impact whereof is uncertaintable.

Public Deposits:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement of furnishing details relating to Deposits covered under Chapter V of the Actor the details of Deposits which are not in compliance with the Chapter V of the Act isnot applicable.

Subsidiaries Associate and Joint venture Companies:

As on March 312021 according to Companies Act 2013 and rules made there under theCompany does not have any Subsidiary Company Associate Company and Joint Venture Company.Considering this ‘Form AOC - 1' is not applicable.

Directors and Key Managerial Personnel:

During the financial year 2020-2021 there is no change in Composition of Board ofDirectors and Key Managerial Personnel of the Company.

Retire by rotation:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Jagmeet SinghSabharwal (DIN: 00270607) Executive Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting of the Company and being eligible offershimself for re-appointment. The said Director is not disqualified from being re-appointedas a Director of a Company as per the disclosure received from him pursuant to Section164(2) of the Companies Act 2013.

Independent Directors:

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/ she meets the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 along with declaration receivedpursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules2014 and regulation 16 (1) (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015).The Independent Directors have also confirmedthat they have complied with the Company's code of conduct.

In the opinion of the Board there has been no change in the circumstances which mayaffect their status as independent directors of the Company and the Board is satisfied ofthe integrity expertise and experience (including proficiency in terms of Section 150(1)of the Companies Act 2013 and applicable rules thereunder) of all Independent Directorson the Board. In terms of Section 150 of the Companies Act 2013 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 Independent Directorsof the Company have confirmed about their enrolment in the data bank of IndependentDirectors maintained with the Indian Institute of Corporate affairs.

Also the separate meeting of the independent directors has been duly convened on 11thFebruary 2021.

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:

The Company has in place Internal Financial Control system commensurate with sizescale and complexity of its operations to ensure proper recording of financial andoperational information & compliance of various internal controls statutorycompliances and other regulatory compliances. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

Further subject to the matters described by Statutory Auditor in their report on thefinancial statements of the Company the Company has in all material respects anadequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively.

Committees of the Board

SEBI (Listing Obligations and Disclosure Requirements) 2015 prescribed variouscommittees with the aim of bringing basic framework governing the regime of listedentities in line with the Companies Act 2013 and compiling all the mandates of SEBIregulations/circulars governing equity. Considering this committees formed as requiredunder Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015are as follows.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters compositions and meetingsheld during the financial year are provided in the "Report on CorporateGovernance" ‘Annexure E ' as a part of this Annual Report.Recommendations of all Committees have been accepted by the Board.

Establishment of Vigil Mechanism/Whistle Blower Policy:

The Company has established and adopted Vigil Mechanism/Whistle Blower Policy forconducting the affairs in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior. All employees of the Company andDirectors on the Board of the Company are covered under this Mechanism. This Mechanism hasbeen established for employees to report concerns about unethical behavior actual orsuspected fraud or violation of Code of Conduct. It also provides for adequate safeguardsagainst the victimization of employees who avail the Mechanism and allows direct access tothe Chairperson of the Audit Committee in exceptional cases. No complaint was receivedduring the Financial Year. The Vigil Mechanism/ Whistle Blower Policy is available on thewebsite of the Company at link: www.uvdhl.com/investors/ Policies.

Particulars of contracts or arrangements made with related parties:

During the Financial Year 2020-2021 all Related Party Transactions entered with therelated parties were at arm's length and were in the ordinary course of the business.Prior/Omnibus approvals are granted by the Audit Committee for all the related partytransactions which are of repetitive nature entered in the ordinary course of businessand are on arm's length basis in accordance with the provisions of the Companies Act 2013read with the rules made there under and Policy of the Company for Related PartyTransactions. The particulars of contracts or arrangement with Related Parties material innature are furnished in ‘Form AOC-2' attached as "Annexure A" andforms part of this Report.

Particulars of remuneration to employees:

Pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theparticulars of remuneration to the Directors and employees of the Company and the detailsof the ratio of remuneration of each director to the median employee's remuneration isannexed herewith as "Annexure B" to this Report.

Annual Return:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 AnnualReturn for the financial year ended 31st March 2021 is prepared as per theprovisions of Section 92(3) of the Act and Rule 12 of Companies (Management andAdministration) Rules 2014. The Company is required to host a copy of annual return onthe website if any of the Company and a web link of the same to be given in theDirectors' Report and same has been placed on the below mentioned web- address at http://uvdhl.com/investors/annual-returns

Auditors:

a) Statutory Auditors:

Statutory Auditors M/s. CKSP AND CO. LLP earlier known as M/s. Chokshi and Co. LLPChartered Accountants Mumbai (FRN: 131228W/W100044) were appointed in 30thAnnual General Meeting (Adjourned) to hold office from the conclusion of 30thAnnual General Meeting till the conclusion of Annual General Meeting to be held for thefinancial year ended 31st March 2022 subject to ratification by the members atevery Annual General. However Pursuant to notification issued by the Ministry ofCorporate Affairs on 07th May 2018 notified the amendment in Section 139 ofthe Companies Act 2013 the mandatory requirement for ratification of appointment ofStatutory Auditors by the Members at every Annual General Meeting ("AGM") hasbeen omitted and hence the Company is not proposing an item on ratification ofappointment of Auditors at this AGM

Considering this the Auditors have confirmed their eligibility limits as prescribedin the Companies Act 2013 and that they are not disqualified for such appointment.

Explanations by the Board on qualification reservation or adverse mark or disclaimermade by the Statutory Auditor:

Auditors in their report

The qualifications given by Auditors in their report for the financial year 2020-2021are as follows:

Auditor Observations Directors Reply
The Company continues to prepare accounts on a going concern basis despite accumulated losses as on 31.03.2021 being more than 50% of the average net worth during the four years immediately preceding the current financial year. The Company's Board of Directors are examining available options to further increase sales/ income from operations. Barring unforeseen circumstances beyond the control of the Company the Board of Directors are confident about the Company's ability to continue as a going concern. Based thereupon and considering the profitability achieved in the current financial year and projected revenues / cash flows the Company has prepared accounts on a going concern basis

b) Secretarial Auditor:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act2013 mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Atthe Board Meeting held on 30th June 2020. Directors have appointed M/s. AVS& Associates Company Secretaries as a Secretarial Auditor of the Company for thefinancial year 2020- 2021. Secretarial Audit Report issued by M/s. AVS & AssociatesCompany Secretaries in Form MR-3 for the financial year 2020-2021 forms part to thisreport as "Annexure C". The said report does not contain any observationor qualification requiring explanation or comments from the Board under Section 134(3) ofthe Companies Act 2013.

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

During the year your Company has not issued any shares to the employees of the Companyunder the Employee Stock Option Scheme Sweat Equity and with differential voting rights.However the company has issued & allotted 415000 equity shares on preferential andprivate placement basis to Mr. Jagmeet Singh Sabharwal Promoter of the Company which hasbeen alloted on 10th October 2020 further listing approval pursuant to samehas been received from BSE on 24th November 2020.

Management Discussion and Analysis Report:

As per regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Management Discussion and Analysis Report covering the performance andoutlook of the Company is attached and forms part of this Report as "AnnexureD".

Corporate Governance Report:

Your Company is committed to maintain the high standards of corporate governance andadhere to corporate governance requirements. As required by Chapter IV read with ScheduleV Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a report on Corporate Governance form part of this Annual Report as "AnnexureE".

Disclosures Related to Board and Committees Board Meeting:

During the financial year 5 (Five) Board Meetings were held the details of which suchas dates numbers of Directors present etc. are given in the Corporate Governance Reportforming part of the Annual Report.

Director's Responsibility Statement:

Pursuant to the requirement of Section 134(3)(c)/134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended on 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and ofthe profit/loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the financial year ended on 31stMarch 2021 on a ‘going concern' basis.

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

f) Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws all applicable secretarial standards were in place and were adequate andoperating effectively.

Policy on Director's appointment and remuneration:

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the rules made there underand SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The saidPolicy of the Company inter alia provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment of Executive Non-Executive and IndependentDirectors on the Board of Directors of the Company and persons in the Senior Management ofthe Company their remuneration including determination of qualifications positiveattributes independence of Directors and other matters as provided under sub-section (3)of Section 178 of the Companies Act 2013 (any statutory modification(s) orre-enactment(s) thereof for the time being in force).The said Policy also includescriteria for making payments to Non-Executive Directors. Policy is available atwww.uvdhl.com/ investors/Policies.

Particulars of loans guarantees or investments under Section186:

Details of loans guarantees and investments made if any under the provisions ofSection 186 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 as on 31st March 2021 are set out in Notes to theFinancial Statements of the Company.

Corporate Social Responsibility:

The Company is not falling in any criteria as mentioned in Section 135 of the CompaniesAct 2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014. Henceprovision of CSR is not applicable to the Company.

Details in respect of frauds reported by auditors under section 143(12):

During the year none of the Auditors of the Company have reported any fraud asspecified under the second proviso of Section 143 (12) of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce.

Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013:

The Company has set up Internal Complaints Committees in line with the requirement‘The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 the Company has a Policy on Prevention of Sexual Harassment at Workplace and hasconstituted an Internal Complaints Committee. There was no case reported during the yearunder review under the said Policy to Internal Complaints Committee.

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

A. Conservation of Energy Technology Absorption:

Steps taken or impact on conservation of energy:

All the manufacturing/servicing/job work facilities continued their efforts to reducethe specific energy consumption. Specific and total energy consumption is tracked atindividual block level and also at consolidated manufacturing or servicing level. Apartfrom regular practices and measures for energy conservation many new initiatives weredriven across the units. Some of them are mentioned below:

• LED Lights in office in place of CFL in offices

• Encouraging Go Green Initiatives

• Use of Natural Ventilation

• Switch off electrical appliances whenever not required

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

The servicing units continue to put in effort to reduce specific energy consumption.The Company is in process for evaluating other sources of energy like solar panel etc.

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 ongoing basisabsorbed the technology for servicing of products and major up gradation process wascarried out to reduce the cost.

Benefits derived as a result of the above efforts: Product improvementcost reduction product development etc. The Company is developing the ways for technologyabsorption 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 Company has spentrequired amount for research and development ongoing basis.

C. Foreign Exchange earnings and outgo:

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

• Earnings: Nil

• Expenditure: Nil

Risk Management Policy and Compliance Framework:

The Risk Management Policy approved by the Board of Directors of the Company drives theenterprise-wide function of Risk Management wherein all material risks faced by theCompany are identified and assessed. Moreover in the said Risk Management Policy theBoard has defined a structured approach to manage uncertainty cultivating the same intheir decision making pertaining to all business divisions and corporate functions. Foreach of the risks identified corresponding controls are assessed and policies andprocedures are put in place for monitoring mitigating and reporting on periodic basis.

Secretarial standards compliance:

The Company has complied with applicable provisions of the Secretarial Standards issuedby the Institute of Company secretaries of India and approved by the Government of Indiaunder section 118 (10) of the Companies Act 2013.

Cost Records:

During the financial year the Company is not required to maintain cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013.

Board Evaluation:

The provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 provides evaluation process with various aspects offunctioning of Board Committees and Directors such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligation governance etc.

The performance evaluation of the Independent Directors was also carried out by theentire Board excluding the Director being evaluated. The performance evaluation of theChairman Board and the Non Independent Directors was carried out by the IndependentDirectors at their respective meeting held on June 212021.

The Independent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions. The evaluation process endorsed the Board Membersconfidence in the ethical standards of the Company the cohesiveness that exists amongstthe Board Members the two-way candid communication between the Board and the Managementand the openness of the Management in sharing strategic information to enable BoardMembers to discharge their responsibilities.

The Policy for Evaluation of performance of Board of Directors of the Company isavailable at website of the Company www.uvdhl.com/investors/Policies.

Acknowledgment:

Your directors would like to acknowledge all stakeholders of the Company viz. memberscustomers dealers vendors Financial Institutions banks and other business partners forthe excellent support received from them during the year. Your Directors place on recordtheir sincere appreciation to all employees of the Company for their unstinted commitmentand continued contribution to the company.

For and on behalf of the Board of Directors
United Van Der Horst Limited
Sd/-
Jagmeet Singh Sabharwal
Chairman & Managing Director
DIN:00270607
Add: C/o: E.29/30MIDC Taloja
Navi Mumbai-410208
Raigad Maharashtra India
Date: Mumbai
Place: 27/08/2021

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